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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ ] per share, the number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn to the order of the Company, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M., New York time, on [ ], 2014, or at such other time not later than seven full business days thereafter as the 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [·] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx Cravath, Swaine & Xxxxxx, Professional CorporationXxxxx LLP, at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 [10:00] A.M., New York time, on [ [·], 20142016, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx Cravath, Swaine & Xxxxxx, Professional Corporation Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx 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 Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [•] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxProcter LLP, Professional Corporation, at 000 00 Xxxxx Xxxxxx, Xxxxx 0000Xxxxxx, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 10:00 A.M., New York time, on [ [•], 20142016, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Procter LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxxxx Procter 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 Xxxxxx and Xxxxx, Xxxxxxx Procter LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company at a purchase price of $[ ] per share, the respective number of Firm Securities Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representative’s judgment is advisable and (ii) to propose to offer the Public Units for sale upon the terms and conditions set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be $9.80 per Unit (the “Purchase Price”). The Company will deliver the Firm Securities Units to or as instructed by the Representative for the respective accounts of the several Underwriters in a form reasonably acceptable to Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representative, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately 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 wire transfer to an account at a bank the Trust Account and such other account(s) as may be specified by the Company (and acceptable to the Representative) drawn to the order Company. Time shall be of the Companyessence, and delivery at the office time and place specified pursuant to this Agreement is a condition of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 10:00 A.M., New York time, on [ [●], 2014[●], 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 Representative payment and the Company determine, such time being delivery are herein referred to as the “First Initial Closing Date”. For purposes The Initial 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 Units may be varied by agreement between the otherwise applicable settlement date) shall be Company and the settlement date for payment of funds and Representative. The Company, in the event the Representative elects to have the Underwriters take delivery of securities definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for all the Offered Securities sold pursuant Firm Units available to the offering. The Firm Securities so to be delivered or evidence Representative for examination on behalf of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxUnderwriters in New York, Professional Corporation New York at least 24 hours one (1) full business day prior to the First Initial Closing Date. In addition, upon written notice from the Representative given Company hereby grants to the Company from time several Underwriters the option (the “Over-Allotment Option”) to time not more than 30 days subsequent purchase, and upon the basis of the representations and warranties and subject to the date of the Final Prospectusterms and conditions herein set forth, the Underwriters may purchase all or less than all of shall have the Optional Securities at the purchase price per Security right 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 agreepurchase, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Company, ratably in the same proportion as accordance with the number of Firm Securities set forth opposite such Underwriter’s name bears Units to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by each of them, all or a portion of the Underwriters only for the purpose of covering Optional Units as may be necessary to cover over-allotments made in connection with the sale offering of the Firm Securities. No Optional Securities shall Units, at the same purchase price per Firm Unit to be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice paid by the Representative Underwriters to the Company. Each The Over-Allotment Option may be exercised by the Representative on behalf of the several Underwriters at any time, and from time to time, on or before the forty-fifth (45th) day following the date of this Agreement, by written notice to the Company, setting forth the number of Optional Units to be purchased by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred Units. The number of Optional Units to as an “Optional Closing Date”, which may be sold to each Underwriter shall be the First Closing Date number which bears the same proportion to the aggregate number of Optional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (the First Closing Date and subject, in each Optional Closing Datecase, if any, being sometimes referred to such adjustment as a “Closing Date”), shall be determined by the Representative but shall be not later than five full business days after written notice of election may determine 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Dateeliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [●] per share, the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, LLP at 000 Xxxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9:00 A.M., New York time, on [ [●], 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx & Xxxxxxx Xxxxxxxx & LLP at 000 Xxxxx Xxxxxx, Professional Corporation 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 (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx& Xxxxxxx LLP at 000 Xxxxx Xxxxxx, LLPXxx Xxxx, Xxx Xxxx 00000-0000. 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 above office of Xxxxxx and Xxxxx& Xxxxxxx LLP at 000 Xxxxx Xxxxxx, LLP 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. 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 Company, at a purchase price of $[ ] 20.51 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters set forth in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Washington Real Estate Investment Trust at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, Professional CorporationXxxxxxxxxx, at 000 Xxxxx XxxxxxXX, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 10:00 A.M., New York time, on [ ]May 5, 20142009, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Xxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the CompanyWashington Real Estate Investment Trust, at the above office of Xxxxxx and Xxxxx, & Xxxxxx 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 Xxxxxx and Xxxxx, & Xxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share119.194% of the principal amount of the Offered Securities, plus accrued interest, from and including March 15, 2020 to but excluding the Closing Date (as hereinafter defined), the number respective principal amounts of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Offered Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 or about 9:00 A.M., New York City time, on [ ]August 26, 20142020, or at such other time on the same or such other date, not later than seven full the fifth business days thereafter day thereafter, as the Representative Representatives and the Company determine, may agree upon in writing. The time and date of such time being herein payment and delivery is referred to herein 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 Offered Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional Corporation Xxx Xxxx, Xxx Xxxx 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties warranties, covenants and agreements herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share98.631% of the principal amount thereof plus accrued interest, if any, from August 13, 2012 to the Closing Date (as hereinafter defined), the number respective principal amounts of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver the Firm Offered Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, 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 at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the CompanyBRE Properties, Inc., at the office of Milbank, Tweed, Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxXxXxxx LLP, Professional Corporation0 Xxxxx Xxxxxxxxx Xxxxx, at 000 Xxxxx XxxxxxXxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10 A.M., 10:00 A.M. (New York time), on [ ]August 13, 20142012, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) ), shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringOffering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Milbank, Tweed, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation XxXxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 1.46 per 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. The Company will deliver the Firm Offered Securities to or as instructed by the 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 Representative, Representative shall request against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified designated in writing by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Company at the office of Xxxxxx Sichenzia Rxxx Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation60 Xxxxxxxx, at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 A.M.1:00 P.M., New York time, on [ ]August 8, 2014, 2016 or at such other time not later than seven ten full business days thereafter as the 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for through the accounts facilities of the several Underwriters, The Depository Trust Company issued in a form reasonably acceptable to such names and in such denominations as the Representative shall request against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable designated in writing by the Company to the Representative drawn to the order of the Company, at the office of Xxxxxx Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and Xxxxxmake payment of the purchase price for, LLPthe 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 certificates for the Optional shares comprising the Offered Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at examination and packaging by the above office Representative in the city of Xxxxxx and Xxxxx, LLP at a reasonable time in advance 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. 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 Company, at a purchase price of $[ ] 24.2125 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx Ropes & Xxxxxx, Professional CorporationXxxx LLP (unless another place shall be agreed upon by the Representative and the Company), at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M.9:00 a.m., New York time, on [ ]December 13, 20142021, or at such other time not later than seven full business days thereafter as the 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 Xxxxxx Xxxxxxx Xxxxxxxx Ropes & Xxxxxx, Professional Corporation Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities, upon written notice from the Representative given to the Company 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 Security 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time 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 Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, Company at the office of Xxxxxx Ropes & Xxxx LLP (unless another place shall be agreed upon by the Representative and Xxxxx, LLPthe Company). The certificates for 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 above office of Xxxxxx and Xxxxx, Ropes & Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 16.92 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation, at 000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, at 10 9:00 A.M., New York time, on [ ]April 23, 20142019, or at such other time not later than seven full business days thereafter as the Representative 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 above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-over allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance & Xxxxxxx LLP. The delivery of such any Optional Closing DateSecurities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 $[ · ] per share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeCredit Suisse, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Credit Suisse drawn to the order of the Company, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 [ · ] A.M., New York time, on [ · ], 20142013, or at such other time not later than seven full business days thereafter as the Representative Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 on Schedule A bears to the total number of Firm Securities (subject to adjustment by the Representative Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Credit Suisse to the Company. 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 Representative 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 Representative Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Credit Suisse drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, & Xxxxxxx 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 Xxxxxx and Xxxxx, & Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ ] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M., New York time, on [ ], 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and XxxxxXxxxxxx Xxxxxxxx & Xxxxxx, LLPProfessional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000. 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 Xxxxxx and XxxxxXxxxxxx Xxxxxxxx & Xxxxxx, LLP Professional Corporation at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [·] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, 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 at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company[·], at the office of Xxxxxx Xxxxxxx Xxxxxxxx Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10 9:00 A.M., New York time, on [ [DATE], 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx Shearman & Xxxxxx, Professional Corporation Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company[·], at the above office of Xxxxxx and Xxxxx, Shearman & Sterling 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 Xxxxxx and Xxxxx, Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ [—] per share, the that number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, 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 at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company[—], at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 A.M.[—] a.m., New York time, on [ [—], 20142013, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx Cravath, Swaine & Xxxxxx, Professional Corporation Xxxxx LLP at least 24 hours prior to a reasonable time in advance of the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities that is specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. 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 on Schedule A bears to the total number of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of [—] in the Companycase of [—] Optional Securities and [—] in the case of [—] Optional Securities, at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx 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 Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share98.991% of the principal amount thereof, plus accrued interest, if any, from November 12, 2014 to the Closing Date (as hereinafter defined), the number respective principal amounts of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9:00 A.M., New York time, on [ ]November 12, 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional Corporation Xxx Xxxx, Xxx Xxxx 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to 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 $[ ] per shareCompany, the that number of shares of Firm Securities Stock set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (subject to adjustment by SG Cowen to eliminate fractions). The purchase price per share to be pxxx xx xhe Underwriters to the Company for the Stock will be $[_____] per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representative Representatives for the respective accounts of the several Underwriters (in a the form reasonably acceptable of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the purchase price aggregate Purchase Price therefor by the Underwriters in Federal (same day) funds by same-day wire transfer to an account at a bank specified by the Company (and reasonably acceptable to the Representative) drawn SG Cowen, payable to the order of the Company, all at the office offices of Xxxxxx Xxxxxxx Xxxxxxxx Hxxxxx, Xhrman, White & XxxxxxMcAuliffe, Professional CorporationLLP 4350 La Jolla Village Drive, 7th Floor, San Diego, Calixxxxxx 00122. Txxx xxxxx xx xx xxx xxxxxxx, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxxcified 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 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 7:00 A.M., New York California time, on [ ], 20142003, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representative 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 The First Closing Date (if later than and the otherwise applicable settlement date) location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. The Company shall be make the settlement date certificates for payment of funds and delivery of securities for all the Offered Securities sold pursuant Firm Stock axxxxxxxx to the offering. The Firm Securities so to be delivered or evidence Representatives for examination on behalf of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxUnderwriters in San Diego, Professional Corporation California at least 24 twenty-four hours prior to the First Closing Date. In addition, upon written notice from For the Representative given to purpose of covering any over-allotments in connection with the Company from time to time not more than 30 days subsequent to the date distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase from the Selling Stockholders and the Company up to all or of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters up to all of the numbers of shares of Optional Stock set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption "Number of Optional Shares to be Sold", in such aggregate amounts as determined by the Representatives in their discretion; provided, however, that in the event the Representatives shall exercise the right, on behalf of the Underwriters, to purchase less than all of the Optional Securities at Stock, each Selling Stockholder shall sell that number of shares set forth opposite his, her or its name on Schedule B in the purchase price per Security same proportion, relative to be paid for the Firm Securities. The other Selling Stockholders, as that number of total shares of Optional Stock subject to the over-allotment option set forth in this Section 3, and provided further that, in the event the aggregate number of shares of Optional Stock sold by the Selling Stockholders is less than the aggregate number of shares of Optional Stock exercised by the Representatives, the Company agrees to shall sell to the Underwriters the number of shares of Optional Securities specified in such notice and Stock that, together with the Underwriters agreenumber of shares of Optional Stocks sold by the Selling Stockholders, severally and not jointly, to purchase such equals the number of shares of Optional SecuritiesStock exercised by the Representatives. 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 's name bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representative SG Cowen 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 exexxxxxx xs to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, up to three times, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative SG Cowen to the CompanyCompany and the Selling Stockholders. Each The opxxxx xxxnted hereby may be exercised by written notice being given to the Company and the Selling Stockholders by SG Cowen setting forth the number of shares of the Optional Stock to bx xxxxxxsed by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Date, but not earlier) is herein called an "Option Closing Date, if any, being sometimes referred to as a “Closing Date”), " and shall in no event be determined by the Representative but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Option Closing Dates and the First Closing Date are herein called the "Closing Dates".) The Selling Stockholders and the Company will deliver the Optional Securities being purchased Stock to the Underwriters (in the form of definitive certificates, 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 each Optional the second full business day preceding an Option Closing Date to or as instructed by the Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) aggregate Purchase Price therefor by same-day funds by wire transfer to an account at a bank reasonably acceptable to the Representative drawn SG Cowen payable to the order of Equiserve, Inc., as Custodian for the Company, Xxxxxxx Stockholders all at the office offices of Xxxxxx and XxxxxHeller, LLPEhrman, White & McAuliffe, LLP 4350 La Jolla Village Drive, 7th Floor, San Diego, Calixxxxxx 00122. Txxx xxxxx xx xx xxx xxxxxxx, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxxcified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company and the Selling Stockholders shall make the certificates for the Optional Securities being purchased Stock available to the Representatives for examination on each Optional behalf of the Underwriters in San Diego, California not later than 7:00 A.M., California time, on the business day preceding an Option Closing Date. Any Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available for checking at varied by agreement among the above office of Xxxxxx Company, the Selling Stockholders and Xxxxx, LLP at a reasonable time SG Cowen. The several Underwriters propose to offer the Stocx xxx xxle upon the terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 20.96250 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the RepresentativeRepresentatives) drawn to the order of the Company, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 10:00 A.M., New York time, on [ ]December 21, 20142016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative Company and the Company determineRepresentatives, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative Representatives) drawn to the order of the Company, at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP. The certificates for 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 above office facilities of Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [•] per shareADS (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 (rounded up or down at the discretion of the Representatives to avoid fractions). The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 [•] A.M., New York time, on [ [•], 2014, 2010 or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxxat 41/F, Professional Corporation One Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company Custodian 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 Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 each a “Closing Date”), shall be determined by the Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP & Xxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 17.99 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx Ropes & Xxxxxx, Professional CorporationXxxx LLP (unless another place shall be agreed upon by the Representatives and the Company), at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M.9:00 a.m., New York time, on [ ]July 9, 20142021, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx Ropes & Xxxxxx, Professional Corporation Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company 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 Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time 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 Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, Company at the office of Xxxxxx Ropes & Xxxx LLP (unless another place shall be agreed upon by the Representatives and Xxxxx, LLPthe Company). The certificates for 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 above office of Xxxxxx and Xxxxx, Ropes & Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ [●] per share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the RepresentativeRepresentatives) drawn to the order of the Company, at the office of Lxxxxx & Wxxxxxx LLP, 800 Xxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, at 10 9:00 A.M., New York time, on [ [●], 20142013, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative 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 above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such 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 Representative 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 from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Credit Suisse to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representative Representatives) drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Lxxxxx & Wxxxxxx LLP. The certificates for 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 above office facilities of Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 4.704 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, XX 00000 at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9:00 A.M., New York time, on [ ]November 1, 20142016, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company 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 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. 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 (or such number increased as set forth in Section 9 hereof) (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateXxxxx Xxxx & Xxxxxxxx LLP.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, (i) each Selling Securityholder, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Securityholders, at a purchase price of 98.693% of the principal amount thereof, plus accrued interest, if any, from August 17, 2018 to the Closing Date hereunder, the principal amount of the Secondary Securities set forth opposite the name of such Selling Securityholder in Schedule A and (ii) the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share98.693% of the principal amount thereof, plus accrued interest, if any, from August 17, 2018 to the Closing Date hereunder, the number principal amount of Firm the Primary Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment B. Payment of the purchase price for, and delivery of, the Offered Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by Representatives, the Company (Selling Securityholders and acceptable to the Representative) drawn to the order of the Company, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M., 9:00 A.M. (New York City time) on August 17, on [ ], 20142018, or at such other time not later than seven full five business days thereafter after such date as shall be agreed upon by the Representative Representatives, the Selling Securityholders and the Company determine, (such time and date of payment and delivery being herein referred to as called 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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”), . Payment shall be determined made by wire transfer of immediately available funds to (i) in the Representative but shall be not later than five full business days after written notice case of election the Secondary Securities, a bank account designated by X.X. Xxxxxx Securities LLC, in each case against delivery 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 Representative Representatives for the respective accounts of the several UnderwritersUnderwriters of the Secondary Securities to be purchased by them and (ii) in the case of the Primary Securities, in a form reasonably acceptable bank account designated by the Company against delivery to the Representative against Representatives for the respective accounts of the Underwriters of the Primary Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price therefore for, the Offered Securities that it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Offered Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder Delivery of the Offered Securities, which will be represented by one or more definitive global notes in Federal (same day) funds by wire transfer book-entry form, shall be made through the facilities of the Depository Trust Company unless the Representatives shall otherwise instruct. The Offered Securities to an account at a bank acceptable be so delivered will be in fully registered form in such authorized denominations as established pursuant to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateIndenture.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company Company, at a purchase price of $[ ] per share97.25% of the principal amount thereof plus accrued interest from November 2, 2007 to the First Closing Date (as hereinafter defined), the number $160,000,000 of Firm Securities set forth opposite the names of the Underwriters in Schedule A heretoSecurities. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Credit Suisse drawn to the order of the CompanyChampion Enterprises, Inc. at the office of Xxxxxx Xxxxxxx Xxxxxxxx Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10 10:00 A.M., New York time, on [ ]November 2, 20142007, or at such other time not later than seven full business days thereafter as the Representative Underwriter 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 Xxxxxx Xxxxxxx Xxxxxxxx Dxxxx Xxxx & Xxxxxx, Professional Corporation Wxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Underwriter given to the Company from time to time not more than 30 13 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities; provided that any such Optional Closing Date will be no later than 13 days from and including the First Closing Date. The Company agrees to sell to the Underwriters Underwriter the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each the Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Underwriter to the Company. 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 Representative Underwriter 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 Representative for the accounts of the several Underwriters, Underwriter in a form reasonably acceptable to the Representative Underwriter against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Underwriter drawn to the order of the CompanyChampion Enterprises, Inc., at the above office of Xxxxxx and Xxxxx, LLPDxxxx Xxxx & Wxxxxxxx. 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 Xxxxxx and Xxxxx, LLP Dxxxx Xxxx & Wxxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ ] per share, the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 [9:30] A.M., New York time, on [ ], 20142018, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 7 World Trade Center, 000 Xxxxxxxxx Xxxxxx, Professional Corporation Xxx Xxxx, Xxx Xxxx, 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxxx, Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company at that number of shares of Firm Stock (rounded up or down, as determined by Punk Zxxxxx in its discretion, in order to avoid fractions) obtained by multiplying [•] shares of Firm Stock by a purchase price fraction the numerator of $[ ] per share, which is the number of shares of Firm Securities Stock set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $[•] per share (the “Purchase Price”). The Company will deliver the Firm Securities Stock to or as instructed by the Representative Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depositary Trust Company or, at the election of the Representatives, in a the form reasonably acceptable of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn Punk Zxxxxx, payable to the order of the Company, all at the office offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx xxx Xxxxxxxx, Professional CorporationXxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, 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 10:00 A.M., New York time, on [ [•], 20142007, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representative 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 The First Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment of funds Company and Punk Zxxxxx. The Company, in the event the Representatives elect to have the Underwriters take delivery of securities definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for all the Offered Securities sold pursuant Firm Stock available to the offering. The Firm Securities so to be delivered or evidence Representatives for examination on behalf of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxUnderwriters in New York, Professional Corporation New York at least 24 hours one (1) full business day prior to the First Closing Date. In addition, upon written notice from For the Representative given to purpose of covering any over-allotments in connection with the Company from time to time not more than 30 days subsequent to the date distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security 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 Punk Zxxxxx to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representative Punk Zxxxxx 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 the Prospectus. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Punk Zxxxxx to the Company. Each The option granted hereby may be exercised by written notice being given to the Company by Punk Zxxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Date, but not earlier) is herein called an “Option Closing Date, if any, being sometimes referred to as a “Closing Date”), ” and shall in no event be determined by the Representative but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (Each Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Securities being purchased on each Optional Closing Date Stock to or as instructed by the Representative Representatives for the respective accounts of the several UnderwritersUnderwriters through the facilities of The Depositary Trust Company or, at the election of the Representatives, in a the form reasonably acceptable of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Representative Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date) against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn Punk Zxxxxx, payable to the order of the Company, all at the office offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and Xxxxx, LLPdelivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Optional Securities being purchased Stock available to the Representatives for examination on each Optional behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement between the Company and Punk Zxxxxx. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Xxxxxx terms and Xxxxx, LLP at a reasonable time conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 33.19 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Washington Real Estate Investment Trust at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, Professional CorporationXxxxxxxxxx, at 000 Xxxxx XxxxxxXX, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 10:00 A.M., New York time, on [ ]June 6, 20142006, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Xxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative drawn to the order of the CompanyWashington Real Estate Investment Trust, at the above office of Xxxxxx and Xxxxx, & Xxxxxx 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 Xxxxxx and Xxxxx, & 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 UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company Company, at a purchase price of $[ ] 33.11 per share, the number 7,500,000 shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A heretoSecurities. The Company will deliver the Firm Securities to or the Underwriter for its account (in the form of definitive certificates, issued in such names and in such denominations as instructed the Underwriter may direct by the Representative for the accounts of the several Underwriters notice in a form reasonably acceptable writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Closing Date) against payment of the aggregate purchase price by the Underwriters therefor in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn Company, payable to the order of the Company, at the office offices of Xxxxxx Xxxxxxx Xxxxxxxx Robinson Silverman Pearce Aronsohn & XxxxxxBerman LLP, Professional Corporation1290 Avenue of the Axxxxxxx, at 000 Xxxxx XxxxxxXxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxx Xxrx 00000, at 10 00:00 A.M., New York timeXxx Xxxx xxxx, on [ ]xx Xxxx 0, 20140000, xx xxxxxxxxxx xxxx Xule 15c6-1 of the 1934 Act, or at such other time not later than seven full business days thereafter as the Representative Underwriter and the Company determine, such time being herein referred to as the “First "Closing Date”". For purposes of Rule 15c6-1 under The Company shall make the Exchange Act, certificates for 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 available to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available Underwriter for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxexamination in New York, Professional Corporation New York at least 24 twenty-four hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 Closing Date and the Underwriters agreelocation of delivery of, severally and not jointlythe form of payment for, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time varied by agreement between the Company and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateUnderwriter.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 19.44 per shareADS, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Offered Securities will be offered in the United States through the Underwriters, either directly or indirectly through their U.S. broker-dealer affiliates, or such other registered dealers as may be designated by the Underwriters. The Company will deliver the ADRs evidencing the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to through the Representative, facilities of The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) day funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the CompanyCompany at the Hong Kong office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9:00 A.M., New York Eastern time, on [ ]March 24, 20142010, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities ADRs so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, 0 Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxXxxx, Professional Corporation Xxxxxxx, Xxxx Xxxx Special Administrative Region, People’s Republic of China, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative Representatives but shall be not earlier than two nor later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver ADRs evidencing the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the Hong Kong office of Xxxxxx and Xxxxx, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. The certificates for the Optional Securities being purchased ADRs so to be delivered on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxxx and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, LLP 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Special Administrative Region, People’s Republic of China, at a reasonable time in advance of such Optional Closing Date. The documents to be delivered on any Closing Date on behalf of the parties hereto pursuant to Section 7 hereof shall be delivered at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Special Administrative Region, People’s Republic of China, and the ADSs shall be delivered at the office of DTC, all on the applicable Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 1.932 per 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 (the “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 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 Representative, Representative shall request against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified designated in writing by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Company at the office of Sichenzia Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation00 Xxxxxxxx, at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 10:00 A.M., New York time, on [ ]April 26, 2014, 2017 or at such other time not later than seven ten full business days thereafter as the 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company 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 Security 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for through the accounts facilities of the several Underwriters, The Depository Trust Company issued in a form reasonably acceptable to such names and in such denominations as the Representative shall request against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable designated in writing by the Company to the Representative drawn to the order of the Company, at the office of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and Xxxxxmake payment of the purchase price for, LLPthe 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 certificates for the Optional shares comprising the Offered Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at examination and packaging by the above office Representative in the city of Xxxxxx and Xxxxx, LLP at a reasonable time in advance 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. 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 $[ [•] per share, the that number of Firm Securities set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, 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 at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation, at 000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, at 10 A.M., New York time9:00 am (Eastern Time), on [ [•], 20142017, or at such other time not later than seven full business days thereafter as the Representative 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 above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance & Xxxxxxx LLP. The delivery of such any Optional Closing DateSecurities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 Company, at a purchase price of $[ ] 45.96 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the RepresentativeRepresentatives) drawn to the order of the Company, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 10:00 A.M., New York time, on [ ]April 21, 20142015, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative Company and the Company determineRepresentatives, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative Representatives) drawn to the order of the Company, at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP. The certificates for 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 above office facilities of Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 29.14 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx XxxxxxXxxx, Xxxxx 0000Xxxx, XxxxxxxXxxxxxxxxx, Xxxxxxxxxx 00000, at 10 A.M.10:00 a.m., New York time, on [ ]March 23, 20142018, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative but Representatives 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 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxx 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 Xxxxxx and Xxxxx, Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and reasonably acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxProcter LLP, Professional Corporation, at 000 00 Xxxxx Xxxxxx, Xxxxx 0000Xxxxxx, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 10:00 A.M., New York time, on [ [_], 20142015, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Procter LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time 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 Representative Representatives to the Company. 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 Representative but Representatives 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxxxx Procter 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 Xxxxxx and Xxxxx, Xxxxxxx Procter LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 2.82 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx LLP, 0000 Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, XxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, 00000 at 10 10:00 A.M., New York time, on [ ]October 29, 20142012, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ [l ] per share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn to the order of the Company, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, at 10 9:00 A.M., New York time, on [ [l ], 20142013, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative 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 above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such 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 Representative in its discretion to eliminate fractions) [and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities]. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Credit Suisse to the Company. 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 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representative, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representative Representative) drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance & Xxxxxxx LLP. The delivery of such any Optional Closing DateSecurities will be made through the facilities of the DTC unless the Representative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 3.82 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, XX 00000 at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9:00 A.M., New York time, on [ ]November 20, 20142012, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company 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 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. 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 (or such number increased as set forth in Section 9 hereof) (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateXxxxx Xxxx & Xxxxxxxx LLP.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Credit Suisse drawn to the order of the Company, Company at the office of Xxxxxx Holme Xxxxxxx Xxxxxxxx & XxxxxxXxxx LLP, Professional Corporation, at 000 Xxxxx 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, XxxxxxxXxxxxx, Xxxxxxxxxx 00000, Xxxxxxxx 00000 at 10 [ ]A.M., New York Denver time, on [ ], 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Holme Xxxxxxx Xxxxxxxx & Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Professional Corporation Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per Security 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. 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 Representative Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Credit Suisse to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Credit Suisse drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Holme 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 Xxxxxx and Xxxxx, Holme Xxxxxxx & Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 17.97 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx Ropes & Xxxxxx, Professional CorporationXxxx LLP (unless another place shall be agreed upon by the Representatives and the Company), at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M.9:00 a.m., New York time, on [ ]November 21, 20142019, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx Ropes & Xxxxxx, Professional Corporation Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company 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 Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time 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 Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, Company at the office of Xxxxxx Ropes & Xxxx LLP (unless another place shall be agreed upon by the Representatives and Xxxxx, LLPthe Company). The certificates for 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 above office of Xxxxxx and Xxxxx, Ropes & Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 60.47655 per share, the that number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn to the order of the Company, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, at 10 9:00 A.M., New York time, on [ ]February 26, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative 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 above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 Underwriters, and the Underwriters agree, severally and not jointly, to purchase such the Optional Securities. Such 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 Representative in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representative, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representative Representative) drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance & Xxxxxxx LLP. The delivery of such any Optional Closing DateSecurities will be made through the facilities of the DTC unless the Representative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements 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 Company, at a purchase price of $[ ] 26.9326 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Fenwick & Xxxx XXX, Xxxxxxxx & XxxxxxXxxx, Professional CorporationXxxxxxxxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9 A.M., New York time, on [ ]September 28, 20142007, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx Fenwick & Xxxxxx, Professional Corporation West LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Fenwick & West 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 Xxxxxx and Xxxxx, Fenwick & West LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share97.575% of the principal amount, the number respective principal amounts of Firm Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Offered Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10 9:00 A.M., New York time, on [ ]September 16, 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ [·] per share, the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx XxxxxxXX, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 [•] A.M., New York time, on [ [•], 20142017, or at such other time not later than seven full business days thereafter as the Representative 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 above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to DTC unless the First Closing DateRepresentatives shall otherwise instruct. In addition, upon written notice from the Representative Lead Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 shares of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased 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 Representative 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 from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Lead Representatives to the Company. 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 Representative 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 Representative Lead Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative Lead Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Lead Representatives drawn to the order of the Company, at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP. The certificates for 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 above office facilities of Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateDTC unless the Lead Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Shareholder agrees severally and not jointly 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 the respective numbers of $[ ] per share, the number shares of Firm Securities ADSs 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 ADSs will be $[_____] per share (the “Purchase Price”). The Company will deliver the Firm Securities ADSs to or as instructed by the Representative for the respective accounts of the several Underwriters in a form reasonably acceptable to Underwriters, through the facilities of DTC or, at the election of the Representative, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representative 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 wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn Xxxxx payable to the order of the Company, Company for the Firm ADSs sold by them all at the office offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx[____________________]. Time shall be of the essence, Professional Corporation, and delivery at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, 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 10:00 A.M., New York time, on [ [______], 20142010, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representative payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Exchange Actform of payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Firm ADSs may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to varied by agreement between the Company from time to time not more than 30 days subsequent to and the date Representative. For the purpose of covering any overallotments in connection with the distribution and sale of the Final Firm ADSs as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase ADSs. The price per Security share to be paid for the Firm SecuritiesOptional ADSs shall be the Purchase Price. The Company agrees and the Selling Shareholders agree to sell to the Underwriters the number of shares of Optional Securities ADSs specified in such the written notice delivered by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesADSs. Such The option granted hereby may be exercised as to all or any part of the Optional Securities shall be purchased ADSs at any time, and 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 time to time, not more than thirty (30) days subsequent to the total number date of Firm Securities (subject to adjustment by the 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 Securitiesthis Agreement. No Optional Securities ADSs shall be sold or and delivered unless the Firm Securities ADSs previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the CompanyCompany and the Selling Shareholders. Each The option granted hereby may be exercised by written notice being given to the Company and the Custodian on behalf of the Selling Shareholders by the Representative setting forth the number of shares of the Optional ADSs to be purchased by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “ADSs. Each date and time for delivery of and payment for the Optional Closing Date”, ADSs (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by the Representative but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company and the Custodian, on behalf of the Selling Shareholders, will deliver the Optional Securities being purchased on each Optional Closing Date ADSs to or as instructed by the Representative for the respective accounts of the several UnderwritersUnderwriters through the facilities of DTC or, at the election of the Representative, in a the form reasonably acceptable of definitive certificates in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Representative Company and the Custodian given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn Xxxxx payable to the order of the CompanyCompany and, [Name of Custodian] as Custodian for the Selling Shareholders for the Optional ADSs sold by them, all at the office offices of Xxxxxx [__________]. Time shall be of the essence, and Xxxxxdelivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. In the event the Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery through the facilities of DTC, LLP. The the Company and the Selling Shareholders shall make the certificates for the Optional Securities being purchased ADSs available to the Representative for examination on each Optional behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional ADSs may be made available varied by agreement among the Company, the Selling Shareholders and the Representative. The several Underwriters propose to offer the ADSs for checking at sale upon the above office of Xxxxxx terms and Xxxxx, LLP at a reasonable time conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 24.366250 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the RepresentativeCredit Suisse) drawn to the order of the Company, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 10:00 A.M., New York time, on [ ]March 15, 20142016, or at such other time not later than seven full business days thereafter as the Representative and shall be agreed upon by the Company determineand Credit Suisse, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDTC unless Credit Suisse shall otherwise instruct. In addition, upon written notice from the Representative Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Credit Suisse to the Company. 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 Representative 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 by the Underwriters to or as instructed by the Representative Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Credit Suisse against payment of the purchase price therefore for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative Credit Suisse) drawn to the order of the Company, at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP. The certificates for 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 above office facilities of Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless Credit Suisse shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 2.591875 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn to the order of the Company, Representatives at the office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxKnight LLP, Professional Corporation, at 000 Xxxxx Xxxxxx00 Xxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000, XxxxxxxXxxxxx, Xxxxxxxxxx Xxxxx 00000, at 10 9:00 A.M., New York time, on [ ]May 26, 20142009, or at such other time not later than seven full business days thereafter as the Representative 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 above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to The Depository Trust Company (“DTC”) unless the First Closing DateRepresentatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable specified by the Company to the Representative drawn to the order of the CompanyRepresentatives, at the office of Xxxxxx and Xxxxx, 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 Xxxxxxxx & Xxxxxx and Xxxxx, LLP at a reasonable time in advance LLP. Delivery of such the Optional Closing DateSecurities will be made through the facilities of DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees and each 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 Company and each Selling Stockholder, at a purchase price of $[ ] 16.49375 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 1,351,680 Firm Securities, in the case of the Company, and the number of Firm Securities set forth opposite the names name of such Selling Stockholder in Schedule B hereto, in the Underwriters case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholders will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified designated by the Company (with respect to the Firm Securities being sold by the Company), Xx. Xxxxx (with respect to the Firm Securities being sold by Xx. Xxxxx) and DBJ (with respect to the Firm Securities being sold by DBJ), in each case acceptable to the Representative) drawn to the order of the CompanyRepresentatives, at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx XxxxxxXxxx, Xxxxx 0000, XxxxxxxXxxx, Xxxxxxxxxx 00000, at 10 11:00 A.M., New York time, on [ ]December 15, 20142010, or at such other time not later than seven full business days thereafter as the Representative 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 EXECUTION VERSION 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company 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 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 Selling Stockholders agree, severally and not jointly, to purchase 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 65,424 in the case of the Company and 170,040 in the case of each of Xx. Xxxxx and DBJ, and the denominator of which is the total number of Optional SecuritiesSecurities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company and 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholders. 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 Representative 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 Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank designated by the Company (with respect to the Optional Securities being sold by the Company), Xx. Xxxxx (with respect to the Optional Securities being sold by Xx. Xxxxx) and DBJ (with respect to the Optional Securities being sold by DBJ), in each case acceptable to the Representative drawn to the order of the CompanyRepresentatives, at the above office of Xxxxxx and Xxxxx, Xxxxx 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 Xxxxxx and Xxxxx, Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [•] per share, the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx LLP, 0000 Xxxxxxxx & XxxxxxXxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, XxxxxxxXxx Xxxxx, Xxxxxxxxxx 00000, at 10 A.M.[•] a.m., New York time, on [ [•], 2014, 2019 or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateLLP.

Purchase, Sale and Delivery of Offered Securities. 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 Company, at a purchase price of $[ ] 7.60 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Credit Suisse drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx Shearman & Sterling LLP, 500 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10 10:00 A.M., New York time, on [ ]March 28, 20142007, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx Shearman & Xxxxxx, Professional Corporation Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 11 purchased on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Shearman & Sterling 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 Xxxxxx and Xxxxx, Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees 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 that number of shares of Firm Stock (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [___] shares of Firm Stock by a purchase price fraction the numerator of $[ ] per share, which is the number of shares of Firm Securities Stock set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company or the Stock will be $[___] per share (the “Purchase Price”). The Company will deliver the Firm Securities Stock to or as instructed by the Representative Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depositary Trust Company or, at the election of the Representatives, in a the form reasonably acceptable of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below)) against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn Representatives payable to the order of the Company, all at the office offices of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxHxxxxx Exxxxx LLP, Professional Corporation4350 La Jolla Vxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxxx, XX 00000-0000. Time shall be of the essence, and delivery at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, 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 10:00 A.M., New York time, on [ [___], 20142006, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representative 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 The First Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment of funds Company and the Representatives. The Company, in the event the Representatives elect to have the Underwriters take delivery of securities definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for all the Offered Securities sold pursuant Firm Stock available to the offering. The Firm Securities so to be delivered or evidence Representatives for examination on behalf of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxUnderwriters in New York, Professional Corporation New York at least 24 hours one (1) full business day prior to the First Closing Date. In addition, upon written notice from For the Representative given to purpose of covering any over-allotments in connection with the Company from time to time not more than 30 days subsequent to the date distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security 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. 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 Representative 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 from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. Each The option granted hereby may be exercised by written notice being given to the Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (Date, but not earlier) is herein called the First Closing Date and each Optional “Option Closing Date, if any, being sometimes referred to as a “Closing Date”), ” and shall in no event be determined by the Representative but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Securities being purchased on each Optional Closing Date Stock to or as instructed by the Representative Representatives for the respective accounts of the several UnderwritersUnderwriters in the case of the Company, through the facilities of The Depositary Trust Company or, at the election of the Representatives, in a the form reasonably acceptable of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Representative Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date (as defined below)) against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to to, an account at a bank acceptable to the Representative drawn Representatives payable to the order of the Company, all at the office offices of Xxxxxx and Hxxxxx Exxxxx LLP, 4350 La Jolla Vxxxxxx Xxxxx, LLP0xx Xxxxx, Xxx Xxxxx, XX 00000-0000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Optional Securities being purchased Stock available to the Representatives for examination on each Optional behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement between the Company and the Representatives. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Xxxxxx terms and Xxxxx, LLP at a reasonable time conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] $ per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and reasonably acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & LLP, Xxxx Xxxxxxx Tower, 27th Floor, 000 Xxxxxxxxx Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxxxxxxxxxx 00000, at 10 8:30 A.M., New York Eastern time, on [ ], 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, & Xxxxxxx 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 Xxxxxx and Xxxxx, & Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ● ] per share, the respective number of Firm Securities set forth opposite the names of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation, at 000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, at 10 [ ● ] A.M., New York time, on [ ● ], 20142019, or at such other time not later than seven full business days thereafter as the Representative 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 above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-over allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance & Xxxxxxx LLP. The delivery of such any Optional Closing DateSecurities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 Company, at a purchase price of $[ [•] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxProcter LLP, Professional Corporation, at 000 00 Xxxxx Xxxxxx, Xxxxx 0000Xxxxxx, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 10:00 A.M., New York time, on [ [•], 20142015, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Procter LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxxxx Procter 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 Xxxxxx and Xxxxx, Xxxxxxx Procter LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [—] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx XxxxxxXxxx, Xxxxx 0000, XxxxxxxXxxx, Xxxxxxxxxx 00000, at 10 [—] A.M., New York time, on [ [—], 20142013, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time during the 30-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 Representative Representatives to the Company. 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 Representative but Representatives but, except as otherwise mutually agreed between the Company and the Representatives, 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxx 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 Xxxxxx and Xxxxx, Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such each Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ · ] per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and reasonably acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & LLP, Xxxx Xxxxxxx Tower, 000 Xxxxxxxxx Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxxxxxxxxxx 00000, at 10 8:30 A.M., New York Eastern time, on [ · ], 20142016, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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. 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 Representative 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 from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, & Xxxxxxx 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 Xxxxxx and Xxxxx, & Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share98.715% of the principal amount of the Offered Securities, accrued interest, if any, from May 19, 2020 to the Closing Date (as hereinafter defined), the number respective principal amounts of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Offered Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 or about 9:00 A.M., New York Eastern time, on [ ]May 19, 20142020, or at such other time on the same or such other date, not later than seven full the fifth business days thereafter day thereafter, as the Representative Representatives and the Company determine, may agree upon in writing. The time and date of such time being herein payment and delivery is referred to herein 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 Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional Corporation Xxx Xxxx, Xxx Xxxx 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 37.245 per share, the number respective numbers of shares of Firm Securities set forth opposite the their names of the Underwriters in Schedule A I hereto. The Company will deliver the Firm Securities Securities, with transfer taxes thereon duly paid, to or as instructed by the Representative Representatives in book entry form through the facilities of The Depository Trust Company (“DTC”) for the accounts account of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by of the Company (and acceptable to at Wachovia Bank in Baltimore, Maryland, in connection with the Representative) drawn to the order closing of the Companysuch transactions, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000& Bockius LLP, XxxxxxxPhiladelphia, Xxxxxxxxxx 00000Pennsylvania, at 10 11:00 A.M., New York time, on [ ]September 29, 20142008, or at such other time not later than seven full business days thereafter as the Representative 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 1934 Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Dateclosed. In addition, upon written notice from the Representative Representatives given to the Company from time to time (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final ProspectusProspectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day), the Underwriters may purchase all or less than all of the Optional Securities at the per share purchase price per Security (including any accumulated dividends thereon to the related Optional Closing Date (as hereinafter defined) to be paid for the Firm Securities; provided that the purchase price for any Optional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Company agrees Underwriters shall not be under any obligation to sell purchase any of the Optional Securities prior to the Underwriters the number exercise of shares of such option. If any Optional Securities specified in such notice and the Underwriters agreeare to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Optional Securities (subject to such adjustments as the Underwriters may determine to avoid fractional shares) that bears the same proportion to the total number of Optional Securities to be purchased by the Underwriters as the number of Securities set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Securities. 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 Representative to eliminate fractions) Underwriters and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased purchased, with transfer taxes thereon duly paid, to the Representatives in book entry form through the facilities of the DTC on each Optional Closing Date to or as instructed by the Representative for the accounts account of the several Underwriters, in a form reasonably acceptable to the Representative Underwriters against payment of the purchase price therefore in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, in connection with the closing of the transactions, at the office above office. Prior to each Optional Closing Date, the Company will also deliver the form of Xxxxxx and Xxxxx, LLP. The certificates fully registered global certificate that will be deposited with DTC for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at that the above office of Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateUnderwriters have agreed to purchase hereunder.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [·] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Credit Suisse drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 [·] A.M., New York time, on [ January [·], 20142008, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Professional Corporation Xxx Xxxx, XX 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Credit Suisse drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, LLPXxxxx Xxxx & Xxxxxxxx. 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 Xxxxxx and XxxxxXxxxx Xxxx & Xxxxxxxx, LLP 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ ] 18.2875 per share, the that number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, 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 at a bank specified by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 A.M.9:00 a.m., New York time, on [ ]February 6, 20142017, or at such other time not later than seven full business days thereafter as the 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 Xxxxxx Xxxxxxx Xxxxxxxx Cravath, Swaine & Xxxxxx, Professional Corporation Xxxxx LLP at least 24 hours prior to a reasonable time in advance of the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities that is specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. 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 on Schedule A bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representative, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx 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 Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements 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 Company, at a purchase price of $[ ] 6.4041 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price therefor by the Underwriters in Federal (same day) funds by wire transfer to an account specified in writing by the Company, such account to be specified at least two (2) Business Days in advance of the First Closing Date at a bank specified by the Company (and acceptable to the Representative) drawn to the order of the CompanyRepresentatives, at the office of Xxxxxx Sidley Austin LLP, 000 Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx XxxxxxXxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 10:00 A.M., New York time, on [ ]March 12, 20142008, or at such other time not later than seven three full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Sidley Austin LLP at least 24 hours prior to the First Closing Date. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account specified in writing by the Company, such account to be specified at least two Business Days in advance of the Optional Closing Date at a bank acceptable to the Representative drawn to the order of the CompanyRepresentatives, at the above office of Xxxxxx and Xxxxx, LLPSidley Austin 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 Xxxxxx and Xxxxx, LLP Sidley Austin llp at a reasonable time in advance of such Optional Closing Date. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 12.69 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx XxxxxxXxxx, Xxxxx 0000, XxxxxxxXxxx, Xxxxxxxxxx 00000, at 10 10:00 A.M., New York time, on [ ]December 19, 20142016, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative Representatives but shall be not 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxx 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 Xxxxxx and Xxxxx, Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 4.935 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx LLP, 3100 Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, XxxxxxxXxxx Xxxx, Xxxxxxxxxx 00000, at 10 00000 xt 10:00 A.M., New York time, on [ ]December 18, 20142013, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share, 97.875% of the number principal amount of Firm Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto, plus accrued and unpaid interest on the principal amount thereof from November 15, 2010 to the Closing Date (defined below). The Company will deliver the Firm Offered Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, Xxx Xxxx 00000 at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9:00 A.M., New York time, on [ ]December 9, 20142010, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 96.00 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the RepresentativeCredit Suisse Securities (USA) LLC drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx LLP, 0000 Xxxxxxxx & XxxxxxXxxx, Professional CorporationXxx Xxxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 A.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 Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the a purchase price of $96.00 per Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 13.395 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx XxxxxxXxxx, Xxxxx 0000Xxxx, XxxxxxxXxxxxxxxxx, Xxxxxxxxxx 00000, at 10 A.M.10:00 a.m., New York time, on [ ]March 2, 20142015, or at such other time not later than seven full business days thereafter as the 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 Representative but 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxx 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 Xxxxxx and Xxxxx, Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ò ] per share, the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of [ ò ] in the Companycase of [ ò ] shares of Firm Securities and [ ò ] in the case of [ ò ] shares of Firm Securities, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation0000 Xxxxxx xx xxx Xxxxxxxx, at 000 Xxxxx XxxxxxXxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 [ ò ] A.M., New York City time, on [ ò ], 20142021, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of up to [ ò ] additional shares of the Optional Securities specified in such notice and the Underwriters Securities. The underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company[ ò ], at the above office of Xxxxxx and Xxxxx, & Xxxxxxx 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 Xxxxxx and Xxxxx, & Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share99.527% of the principal amount thereof (plus accrued interest thereon from June 6, 2006), the number respective principal amounts of Firm Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Offered Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Washington Real Estate Investment Trust at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, Professional CorporationXxxxxxxxxx, at 000 Xxxxx XxxxxxXX, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 10:00 A.M., New York time, on [ ]July 26, 20142006, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Xxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 11.515 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Company at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation000 Xxxxx Xxxxx, Menlo Park, California, 94025, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M.10:00 a.m., New York time, on [ ]September 23, 20142016, or at such other time not later than seven full business days thereafter as the 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 Xxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 Representative but 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, & Xxxxxxx 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 Xxxxxx and Xxxxx, & Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 12.69 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the RepresentativeCredit Suisse Securities (USA) drawn to the order of LLC (“Credit Suisse”) as designated by the Company, at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9:00 A.M., New York time, on [ ]March 24, 20142015, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Xxx Xxxx, X.X. 00000-0000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price $12.69 per Security 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of Representatives as designated by the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, Xxxxxxx Procter LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 49.6975 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 9:30 A.M., New York time, on [ ]November 10, 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative Representatives but shall be at least one business day (except in the case such time of delivery and payment would occur on the First Closing Date) 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateXxxxx Xxxx & Xxxxxxxx LLP.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 23.55 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx & Xxxxxx, Professional CorporationLLP (unless another place shall be agreed upon by the Representatives and the Company), at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M.9:00 a.m., New York time, on [ ]September 8, 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company 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 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time 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 Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, Company at the office of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (unless another place shall be agreed upon by the Representatives and Xxxxx, LLPthe Company). 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 Xxxxxx and XxxxxFried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company at that number of shares of Firm Stock (rounded up or down, as determined by Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a purchase price fraction the numerator of $[ ] per share, which is the number of shares of Firm Securities Stock set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representative Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depositary Trust Company or, at the election of the Representatives, in a the form reasonably acceptable of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) drawn Xxxxx, payable to the order of the Company, all at the office offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 000 Xxxx Xxxxxx, Professional CorporationXxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, 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 10:00 A.M., New York time, on [ ], 20142006, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representative 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 The First Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment of funds Company and Xxxxx. The Company, in the event the Representatives elect to have the Underwriters take delivery of securities definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for all the Offered Securities sold pursuant Firm Stock available to the offering. The Firm Securities so to be delivered or evidence Representatives for examination on behalf of their issuance will be made available for checking at the above office of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxUnderwriters in New York, Professional Corporation New York at least 24 hours one (1) full business day prior to the First Closing Date. In addition, upon written notice from For the Representative given to purpose of covering any over-allotments in connection with the Company from time to time not more than 30 days subsequent to the date distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security 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 Xxxxx to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s 's name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representative Xxxxx to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Xxxxx to the Company. Each The option granted hereby may be exercised by written notice being given to the Company by Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (Date, but not earlier) is herein called the First Closing Date and each Optional "Option Closing Date, if any, being sometimes referred to as a “Closing Date”), " and shall in no event be determined by the Representative but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Company will deliver the Optional Securities being purchased on each Optional Closing Date Stock to or as instructed by the Representative Representatives for the respective accounts of the several UnderwritersUnderwriters through the facilities of The Depositary Trust Company or, at the election of the Representatives, in a the form reasonably acceptable of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Representative Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date (as defined below)) against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn Xxxxx, payable to the order of the Company, all at the office offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and XxxxxXxxx LLP, LLP000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Optional Securities being purchased Stock available to the Representatives for examination on each Optional behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available for checking at varied by agreement between the above office of Xxxxxx Company and Xxxxx, LLP at a reasonable time . The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [•] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx XxxxxxXxxx, Xxxxx 0000, XxxxxxxXxxx, Xxxxxxxxxx 00000, at 10 [•] A.M., New York time, on [ [•], 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxx 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 Xxxxxx and Xxxxx, Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $[ [·] per share, that number of Firm Securities (subject to adjustment, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [·] Firm Securities, in the case of the Company, and the number of Firm Securities set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholders will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of Woodside Homes, Inc., in the Companycase of [·] Firm Securities, and to each Selling Stockholder, in the case of the number of Firm Securities set forth next to the name of such Selling Stockholder on Schedule A hereto, at the office of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, Xxx Xxxx 00000 at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 [10:00] A.M., New York time, on [ [·], 2014, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 adjustment, as determined by the Representative Representatives in their discretion, in order to eliminate avoid fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the CompanyWoodside Homes, Inc., at the above office of Xxxxxx and Xxxxx, Xxxxxxx Xxxxxxx & 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 Xxxxxx and Xxxxx, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ [·] per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxxx LLP (“Skadden”), at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 10:00 A.M., New York time, on [ [·], 20142012, or at such other time not later than seven (7) full business days thereafter as the Representative 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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 shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, Company at the above office of Xxxxxx and Xxxxx, LLPSkadden. 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 Xxxxxx and Xxxxx, LLP Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 15.53 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxxx LLP, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M.10:00 a.m., New York time, on [ ]February 7, 20142019, or at such other time not later than seven three full business days thereafter as the Representative 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 Xxxxxx Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, Company at the above office of Xxxxxx and XxxxxSkadden, 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 made available for checking at the above office of Xxxxxx and XxxxxSkadden, Arps, Slate, Xxxxxxx & Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 5.6550 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Company at the office of Xxxxx Xxxx & Xxxxxxxx, LLP, 0000 Xx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, at 000 Xxxxx XxxxxxXxxx, Xxxxx 0000, XxxxxxxXxxx, Xxxxxxxxxx 00000, at 10 A.M.10:00 a.m., New York time, on [ ]January 29, 2014, or at such other time not later than seven full business days thereafter as the 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made sales in connection with the sale excess of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 Representative on behalf of the several Underwriters 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 Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, Xxxxx 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 Xxxxxx and Xxxxx, Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share, (i) 99.232% of the number principal amount thereof of Firm Securities the 2020 Notes set forth opposite the names of the Underwriters in Schedule A hereto and (ii) 99.283% of the principal amount thereof of the 2025 Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Offered Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the CompanyFiserv, Inc. at the office of Xxxxxx Xxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationLLP, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 9:30 A.M., New York time, on [ ]May 22, 20142015, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx Xxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 36.556 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the RepresentativeCredit Suisse) drawn to the order of the Company, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx XX 00000, at 10 10:00 A.M., New York time, on [ ]February 15, 20142013, or at such other time not later than seven full business days thereafter as the Representative and shall be agreed upon by the Company determineand Credit Suisse, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDTC unless Credit Suisse shall otherwise instruct. In addition, upon written notice from the Representative Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Credit Suisse to the Company. 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 Representative 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 by the Underwriters to or as instructed by the Representative Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Credit Suisse against payment of the purchase price therefore for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative Credit Suisse) drawn to the order of the Company, at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP. The certificates for 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 above office facilities of Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless Credit Suisse shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] 5.64 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and reasonably acceptable to the Representative) Representatives drawn to the order of the Company, Company at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & LLP, 27th Floor, 000 Xxxxxxxxx Xxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxxxxxxxxxx 00000, at 10 8:30 A.M., New York Eastern time, on [ ]February 16, 20142018, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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. 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 Representative 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 from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representative Representatives drawn to the order of the Company, at the above office of Xxxxxx and Xxxxx, & Xxxxxxx 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 Xxxxxx and Xxxxx, & Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ ] 4.794 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The purchase price payable by the Underwriters shall be reduced by (i) any transfer taxes duly paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representative drawn to the order of the Company, Company at the office of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, Professional CorporationXxx Xxxx, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10 10:00 A.M., New York time, on [ ]February 28, 20142017, or at such other time not later than seven full business days thereafter as the 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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. 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 Representative to eliminate fractionsfractional shares) and may be purchased by at the Underwriters only for the purpose of covering over-allotments made in connection with the sale option of the Firm SecuritiesUnderwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. 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 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 Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance of such Optional Closing DateXxxxx Xxxx & Xxxxxxxx LLP.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $[ ] per share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The purchase price payable by the Underwriters for the Firm Stock is $[•] per share for the first [•] shares representing Firm Securities and $[•] per share for the remaining [•] shares representing Firm Securities. The purchase price payable by the Underwriters for the Optional Securities is $[•] per share. The Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the Company, at the office of Xxxxxx & Xxxxxxx Xxxxxxxx & XxxxxxLLP, Professional Corporation, at 000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx Xxxxx 00000, at 10 9:00 A.M., New York time, on [ [•], 20142021, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringOffering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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 shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-over allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, at the office of Xxxxxx and Xxxxx, 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 Xxxxxx and Xxxxx, LLP at a reasonable time in advance & Xxxxxxx LLP. The delivery of such any Optional Closing DateSecurities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company 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 Company and the Selling Stockholder, at a purchase price of $[ ] $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 8,333,334 Firm Securities in the case of the Company and 1,086,956 Firm Securities in the case of the 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 heretohereto 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 Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, 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 at a bank specified by the Company (and acceptable to the Representative) Representatives drawn to the order of the CompanyCompany in the case of the Firm Securities sold by the Company and Smiths Group Holdings Netherlands B.V. in the case of the Firm Securities sold by Smiths Group Holdings Netherlands B.V., at the New York, New York, office of Xxxxxx Xxxxxxx Xxxxxxxx Cravath, Swaine & Xxxxxx, Professional CorporationXxxxx LLP, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M., 9:00 A.M. (New York City time), on [ ]November , 20142007, or at such other time not later than seven full business days thereafter as the Representative 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 certificates for the Firm Securities so to will be delivered or evidence of their issuance 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 Xxxxxx Xxxxxxx Xxxxxxxx Cravath, Swaine & Xxxxxx, Professional Corporation Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representative Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per 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. Such Optional Securities shall be purchased from the Company Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. 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 Representative 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 Representative Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative Representatives drawn to the order of the Company, Company at the New York, New York office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxxx and XxxxxCravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.