UNDERWRITING AGREEMENT FOR SHARES

UNDERWRITING AGREEMENT FOR SHARES

UNDERWRITING AGREEMENT FOR SHARES

UNDERWRITING AGREEMENT FOR SHARES

THIS AGREEMENT made on theday of BETWEEN AB, etc. (hereinafter called the underwriters) of the
one part and CDE Co. Ltd. having its registered office at(hereinafter called the company) of the other part.

WHEREAS the company is about to offer for public subscription as issue of..shares ofeach in accordance
with the terms of the draft prospectus a copy of which is annexed hereto, or with such modifications
therein as may be mutually agreed upon between the company and the underwriters :

AND WHEREAS the underwriters have agreed to underwrite the shares on the terms and conditions
hereinafter appearing.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS :

1. If the said .. shares shall on or before the .. day of 19.. for such later date as shalol be mutually agreed
   upon by the parties hereto not after the .. day of .. 19..) be offered by the company for subscription by the
   public at par on the terms of such prospectus as aforesaid, the underwriters shall on or before the closing
   of the subscription list apply at par for the said shares.

The said prospectus shall be issued in the form already approved by the underwrites or with such
modification, if any, as shall be mutually agreed between the company and the underwriters.

2. If on the closing of the lists under the said prospectus the said .. shares shall be allotted in respect of
   applications from the public the responsibility of the underwriters is to cease and no allotment is to be
   made under this agreement but if the said .. shares shall not be allotted to the public but any smaller
   number of such shares is so allotted, the undertaking of the underwriters is to cease and no allotment is to
   be made under this agreement but if the said..shares shall not be allotted to the public but any smaller
   number of such shares is so allotted, the undertaking of the underwriters is to stand for difference between
   the said.shares and the number of the shares allotted to the public.
3. The company shall pay to the underwriters in cash within.. days from the allotment of the said shares a
   commission at the rate of ..p.c. on the nominal value of the shares.
4. This agreement is to be irrevocable on the part of the underwriters and is to be sufficient in itself to
   authorise the company in the event of the underwriters not applying for the said ..shares to cause
   application to be made for such shares or any part thereof in the name and on behalf of the underwriters in
   accordance with the terms of the said prospectus and authorise the directors of company to allot the

said..shares of the company or any part thereof to the underwriters (but subject to the provisions of this
agreement) and in the event of harmless and indemnified in respect of such application.

IN WITNESS WHEREOF, etc.