Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such The number of Additional Shares to be purchased from each Selling Stockholder by the Underwriters, collectively, pursuant to an exercise notice shall equal the number of Additional Shares to be purchased from the Selling Stockholders, collectively, pursuant to an exercise notice multiplied by the fraction obtained by dividing (i) the number opposite such Selling Stockholder’s name under the column titled “Number of Additional Shares to Be Sold” on Schedule I hereto by (ii) the total number opposite the word “Total” under the column titled “Number of Additional Shares to Be Sold” on Schedule I hereto (subject to such adjustments to eliminate fractional shares as you may determine). The number of such Additional Shares to be purchased by each Underwriter from each Selling Stockholder pursuant to an exercise notice shall be the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder as (i) the number opposite such Underwriter’s name under the column titled “Number of Additional Shares to Be Purchased” on Schedule II hereto bears to (ii) the total number opposite the word “Total” under the column titled “Number of Additional Shares to Be Purchased” on Schedule II hereto. Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Additional Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Additional Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the Company or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to be sold hereunder and any shares or options issued in connection with the Underwriters pursuant to this Agreementreorganization transactions described in the Time of Sale Prospectus, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options an option or a warrant granted under stock incentive, compensation or similar plans, in each case of which the vesting Representatives have been advised in writing, or issuances or transfers in accordance with the terms of any such other rightsstock incentive, compensation or similar plan in effect on the date hereof, as described in the Time of Sale Prospectus and of which the Representatives have been advised in writing, (c) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities by the Company pursuant to terms of any stock incentive, compensation or similar plan in effect on the date hereof and as described in the Time of Sale Prospectus or (fd) any the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of Common Stock or securities issued convertible into or issuable exercisable or exchangeable for Common Stock in connection with an acquisition or business combination (or the Company’s stockholders rights planentering into of an acquisition agreement or other offer or contract to sell with respect thereto); provided that no such Common Stock or other securities are issued in connection with any such acquisition or business combination during the 180-day restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day 180-day restricted period [(x) the Company issues an earnings release or (y) material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), occurs; or (2) prior to the expiration of the [ ]-day 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day 180-day period, the restrictions imposed by this Section 2 section shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventmaterial news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriterthe Underwriters, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers number of Shares Firm Securities set forth opposite the Underwriters’s name in Schedule I hereto opposite its name at $[ ] a share 9.80 per Unit (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, purchase up to [ ] 5,250,000 Additional Shares Securities at the Purchase Price$10.00 per Unit. If you, on behalf of the Underwriters, elect The Underwriters may exercise this right in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 45 days after the date of this Agreement, which . Any such written notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Such Each such purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor or later than ten business days after the date of such notice; provided, however, that if such purchase date is the Closing Date, such written notice may be provided one business day prior to the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. If any On each day, if any, that Additional Shares Securities are to be purchasedpurchased (any such day, each Underwriter agreesother than the Closing Date, severally and not jointlyan “Option Closing Date”), the Underwriters agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such day as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears written notice to the total number of Firm SharesCompany. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, In addition,the Company hereby agrees thatto pay to the Underwriters a deferred discount of $0.35 per Unit for Firm Securities purchased hereunder and $0.55 per Unit for Additional Securities purchased hereunder (collectively, the “Deferred Discount”), which Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without your prior written consent on behalf of accrued interest, to the Underwriters, it will not, during upon the Company’s consummation of its initial Business Combination . The Underwriters hereby agrees that if no Business Combination is consummated within the time period ending [ ] days after provided in the date Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Prospectus relating Public Shares (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement will be authorized to distribute the Deferred Discount to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, Stockholders in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection accordance with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days Amended and Restated Certificate of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventIncorporation.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $9.80 a Unit (the respective numbers “Purchase Price”) the number of Shares Firm Securities (subject to such adjustments to eliminate fractional units as you may determine) that bears the same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in Schedule I hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Securities. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 3,000,000 Additional Shares Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per unit equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Additional Securities. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 45 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering Offering of the Firm SharesSecurities. If any On each day, if any, that Additional Shares Securities are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares units as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities. To induce In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that may participate if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Shares included in the Securities sold pursuant to this Agreement (the “Public Offering Stockholders”), (as defined belowi) the Underwriters will forfeit any rights or claims to continue their efforts in connection with the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Offering, the Stockholders on a pro rata basis. The Company hereby agrees that, without your the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, (x) during the period ending [ ] 180 days after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares Units, Warrants or Shares beneficially owned (as such term is used in Rule 13d-3 of [Common Stock] [Preferred Stock] the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]Shares; (2) file any registration statement with provided, however, that the Securities and Exchange Commission relating foregoing shall not apply to the offering forfeiture of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any a portion of the economic consequences of ownership of Founder Shares pursuant to their terms and the [Common Stock] [Preferred Stock], whether any such transaction described in clause Company may (1)) issue and sell the Private Placement Warrants, (2) or issue and sell the Additional Securities on exercise of the option provided for in Section 2 hereof, (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other issue securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoingan initial Business Combination and (4) issue and sell Forward Purchase Units, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating release any Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter. If Mxxxxx Sxxxxxx, in its sole discretion, agrees to release or waive the restrictions set forth in this Section 2 or the restrictions set forth in the Insider Letter for an officer or director of the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to and provides the Company with notice of the impending release or waiver at least three (3) business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by [a press release substantially in the Representatives] within three days form of such event] (each, Exhibit A hereto through a “Material Event”), or major news service at least two (2) prior to business days before the expiration effective date of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventwaiver.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers of Class A Shares set forth in Schedule I hereto opposite its name at $[ ] 9.80 a share Share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have a one-time the right to purchase, severally and not jointly, purchase up to [ ] 1,200,000 Additional Shares at the Purchase Price. If you, on behalf of provided, however, that the Underwriters, elect amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per Additional Share equal to exercise such option, you shall so notify any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Underwriter may exercise this right in writing whole or from time to time in part by giving written notice not later than 30 45 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten five business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Class A Shares set forth in Schedule I hereto opposite the name of such the Underwriter bears to the total number of Firm Class A Shares. To induce In addition to the Underwriters that may participate discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Share (including both Firm Shares and Additional Shares) purchased hereunder (the “Deferred Discount”). The Underwriter hereby agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Firm Shares and Additional Shares included in the Securities sold pursuant to this Agreement (the “Public Offering Stockholders”), (as defined belowi) the Underwriter will forfeit any rights or claims to continue their efforts in connection with the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Offering, the Stockholders on a pro rata basis. The Company hereby agrees that, without your the prior written consent on behalf of the UnderwritersUnderwriter, it will not, (x) during the period beginning on the date hereof and ending [ ] 180 days after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other agreement that transfer, in whole or in part, the economic consequence of ownership of, any shares of [Common Stock] [Preferred Stock] the Company beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]Class A Shares; (2) file any registration statement with provided, however, that the Securities and Exchange Commission relating foregoing shall not apply to the offering forfeiture of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any a portion of the economic consequences of ownership of Founder Shares pursuant to their terms and the [Common Stock] [Preferred Stock], whether any such transaction described in clause Company may (1)) issue and sell the Private Placement Shares, (2) or issue and sell the Additional Shares on exercise of the option provided for in Section 2 hereof, (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) register Class A Shares with the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof Commission pursuant to the Company’s equity incentive plans as described in the Prospectus Registration Rights Agreement and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f4) any issue securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoinga Business Combination, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in this Section 2 or the restrictions set forth in the Insider Letter for an officer or director of the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to and provide the Company with notice of the impending release or waiver at least three (3) business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by [a press release substantially in the Representatives] within three days form of such event] (each, Exhibit A hereto through a “Material Event”), or major news service at least two (2) prior to business days before the expiration effective date of the [ ]-day restricted periodrelease or waiver; provided, however, that no such announcement by the Company announces that it will release earnings results during the 16-day period beginning on the last day shall be made of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the occurrence transferee has agreed in writing to be bound by the terms of the Material Eventan Insider Letter.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [•] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Selling Stockholder at $[ l ] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ l ] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate Any such election to purchase Additional Shares shall be made in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating proportion to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares maximum number of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is Additional Shares to be settled sold by delivery of [Common Stock] [Preferred Stock] or such other securities, each Selling Stockholder as set forth in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventSchedule I hereto.

Agreements to Sell and Purchase. The Company Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Fund the respective numbers principal amount of Shares Notes set forth in Schedule I hereto opposite its name on Schedule II hereto at $[ ] a share 24.21875 per Note (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Fund agrees to sell to the Underwriters the Additional Shares, Notes and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] $13,000,000 aggregate principal amount of Additional Shares at Notes (without giving effect to any accrued interest from the Purchase PriceClosing Date to the Option Closing Dates, as defined below). If you, The Representative may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing Fund not later than 30 thirty (30) days after the date of this Agreement, which . Any exercise notice shall specify the number aggregate principal amount of Additional Shares Notes to be purchased by the Underwriters and the date on which such shares Additional Notes are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Notes not later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesNotes. If any On each Option Closing Date, if any, that Additional Shares Notes are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Notes (subject to such adjustments to eliminate fractional shares securities as you the Representative may determine) that bears the same proportion to the total number principal amount of Additional Shares Notes to be purchased on such Option Closing Date as the number principal amount of Firm Shares Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number principal amount of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, solely on behalf of itself, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to subscribe for and purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [•] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to subscribe for and purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be subscribed for and purchased by the Underwriters and the date on which such shares are to be subscribed for and purchased. Such Each subscription/purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be subscribed for and purchased as provided in Section 4 5 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedsubscribed for and purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to subscribe for and purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be subscribed for and purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company and the Selling Stockholders hereby agrees agree to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name and Selling Stockholders at $[ ] a 9.50 per share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the Closing Datename of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 1,275,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or in part from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one (1) business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for at the purpose of covering over-allotments made in connection with the offering option of the Firm SharesUnderwriters. If any On each day, if any, that Additional Shares are to be purchasedpurchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased sold on such Option Closing Date as the number of Firm Additional Shares set forth in Schedule I hereto III opposite the name of such Underwriter Selling Stockholder bears to the total number of Firm Additional Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of the Xxxxxxxxx LLC on behalf of the Underwriters, it will not, during the period ending [ ] sixty (60) days after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; , (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or grants of stock options, restricted stock or restricted stock units in accordance with the terms of a plan in effect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”)Amended and Restated Stock Incentive Plan, and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Company of, or options to purchase, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to plans described in the Time of Sale Prospectus (or any such options or document incorporated by reference therein), including, without limitation, the vesting of any such other rightsCompany’s Amended and Restated Stock Incentive Plan, or (fd) any the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities issued or issuable in connection accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventAmended and Restated Stock Incentive Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ ] $ a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (4) make any public announcement of its intention to do any of the foregoing, other than (A) registration statements on Form S-8 relating to the issuance, vesting, exercise or settlement of equity awards granted or to be granted pursuant to any employee benefit plan described in the Time of Sale Prospectus or (B) registration statement(s) relating to any underwritten public offering of equity securities of the Company by the Company and, if applicable, any of the Company’s securityholders where a use of proceeds by the Company is to raise capital to satisfy tax withholding and remittance obligations in connection with the settlement of restricted stock units issued by the Company. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options an option or warrant, the settlement of restricted stock units or the vesting conversion of any such other rightsa security outstanding on the date hereof and described in the Time of Sale Prospectus, or (fc) any securities issued or issuable the issuance of shares of Common Stock by the Company in connection with the Company’s stockholders rights plan. Notwithstanding acquisition of one or more businesses, products or technologies, joint ventures, commercial relationships or other strategic corporate transactions, provided that the foregoingrecipients of such shares agree to be bound by the provisions of this paragraph and the preceding paragraph, if (1d) during the last 17 days withholding of shares of Class B Common Stock in connection with the settlement of restricted stock units and (e) the issuance of and sale of equity securities by the Company in an underwritten public offering pursuant to the registration statement(s) described in clause (4)(B) of the [ ]-day restricted period [(xpreceding paragraph, provided that the purchase or underwriting agreement for any such issuance is executed no earlier than 150 days after the date of the Prospectus. Xxxxxx Xxxxxxx & Co. LLC shall not release or waive the restrictions set forth in a lock-up letter described in Section 6(g) for any party thereunder without the prior written consent of the Company. If Xxxxxx Xxxxxxx & Co. LLC, with the prior written consent of the Company, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company issues an earnings and provides the Company with notice of the impending release or (y) a material event relating to waiver at least three business days before the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration effective date of the [ ]-day restricted periodrelease or waiver, the Company announces that it will agrees to announce the impending release earnings results during or waiver by a press release substantially in the 16-day period beginning on form of Exhibit C hereto through a major news service at least two business days before the last day effective date of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventwaiver.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [·] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [·] Additional Shares at the Purchase PricePrice as set forth in Schedule I hereto. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce Each of the Underwriters that may participate Company and any successors of the Company resulting from the proposed holding company reorganization described in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Prospectus hereby agrees that, without your the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending [ ] 90 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2ii) file or caused to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1i), (2ii) or (3iii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence In addition, the board of directors of the Company shall not apply not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to (aSection 3.1(a) of the sale Stockholders Agreement, dated as of any Shares May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 Stockholders Agreement (the “Convertible NotesStockholders Agreement”), and as described in during such 90-day period; provided, however, that commencing on the Prospectus46th day of such 90-day period, (d) the filing by the Company board of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees directors of the Company on or after may approve, without the date hereof pursuant prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if Stockholders Agreement that (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) is not a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or Selling Shareholder and (2) prior to the expiration of the [ ]-day restricted periodis a natural person or a trust, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.as follows:

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] ___________ Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx and UBS Warburg on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. In addition, the board of directors of the Company shall not, without the prior written consent of Xxxxxx Xxxxxxx and UBS Warburg on behalf of the Underwriters, approve any transfer of Common Stock as a "Conversion Transfer" (as defined in the Company's certificate of incorporation) during such 180-day period. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (aA) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cB) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion hereof of which the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described Underwriters have been advised in the Prospectuswriting, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (eC) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to under the Company’s equity incentive plans as described in the Prospectus 's stock option plan, and (D) the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with any acquisitions, mergers or strategic investments that the Company’s stockholders rights plan. Notwithstanding Company enters into, subject to the foregoing, if (1) during requirement that parties receiving shares of Common Stock in such transactions agree to be bound by the last 17 days same restrictions as those set forth in the preceding paragraph for the remainder of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16180-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase the Firm Shares from the Company the respective numbers of Shares such Selling Shareholder set forth in Schedule I hereto opposite its the name of such Selling Shareholder at $[ ] 27.00 a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Shareholder agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have a one-time the right to purchase, severally and not jointly, purchase up to [ ] 6,000,000 Additional Shares at the Purchase Price. If you, on behalf of provided, however, that the Underwriters, elect amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per share equal to exercise such option, you shall so notify any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Underwriter may exercise this right in writing whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 ‎5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Underwriter may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such the Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ [·] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareshereof. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $[ US$[●] a share per American Depositary Share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [●] Additional Shares in the form of [●] American Depositary Shares at the Purchase Price. If you, The Representative may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have a one-time the right to purchase, severally and not jointly, purchase up to [ ] the number of Additional Shares set forth in Schedule I hereto at the Purchase Price. If you, on behalf of provided, however, that the Underwriters, elect amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per share equal to exercise such option, you shall so notify any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right in writing whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders each hereby agrees agree, severally and not jointly, to sell to the several UnderwritersUnderwriters the number of Shares opposite such Selling Shareholder’s name as set forth in Schedule II hereto, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $11.24 per share (the Company “Purchase Price”) the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Dateof such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders each hereby agree, severally and not jointly, to sell to the Underwriters the Additional SharesShares opposite such Selling Shareholder’s name as set forth in Schedule II hereto, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 1,305,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such If the Underwriters elect to purchase less than all of the Additional Shares, the Additional Shares actually purchased from each Selling Shareholder shall be reduced, pro rata, based on the proportion of the number of Additional Shares set forth in the notice delivered pursuant to the preceding sentence compared to the total number of Additional Shares set forth in this Agreement. Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for If the purpose date of covering over-allotments made in connection with the offering exercise of the Firm Sharesoption is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date (as defined below). If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Selling Stockholders at $[ [•] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Closing DateRepresentatives may determine) set forth in Schedule II hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [•] Additional Shares from such Selling Stockholders at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the Company "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] 491,250 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Each Seller hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] 90 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (aA) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cB) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as hereof that is described in the Prospectus, (dC) the filing transactions by any -8- person other than the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof or other securities acquired in open market transactions after the completion of the offering of the Shares or (Registration Statement NoD) grants of options to purchase up to ______ shares of Class A or Class B Common Stock pursuant to the Company's existing equity based compensation plans, provided that no such option shall be exercisable during the period ending 90 days after the date of the Prospectus. 333-108616); (e) In addition, each Selling Stockholder, agrees that, without the issuance by prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Company Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or options any security convertible into or other rights to employees of the Company on exercisable or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of exchangeable for Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventStock.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [—] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees and the Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce If the number of Additional Shares to be purchased by the Underwriters that may participate on the Option Closing Date is less than the number of Additional Shares being offered by the Selling Shareholders as set forth on Schedule I hereto, the number of Additional Shares to be sold by the Selling Shareholders shall be allocated among the Selling Shareholders on a pro rata basis in the Public Offering (as defined below) to continue their efforts in connection accordance with the Public Offeringrespective number of Additional Shares being offered by each Selling Shareholder as set forth on Schedule I hereto, subject to such adjustments to eliminate fractional shares as the Representatives may determine. The Company hereby agrees that, without your the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than a Registration Statement on Form S-8 to register shares of Common Stock issued pursuant to, or covered by, any equity benefit plan or arrangement disclosed in the Time of Sale Prospectus). The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof that is disclosed in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, including, without limitation, upon conversion (c) any awards granted pursuant to any equity benefit plan or arrangement disclosed in the Time of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”)Sale Prospectus, and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any up to 10.0% of the shares of Common Stock or options or other rights to employees outstanding after the offering of the Company on Shares or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of any securities convertible into or exercisable or exchangeable for Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions if each person receiving shares pursuant to this clause (d) enters into an agreement in the Company’s stockholders rights planform of Exhibit A hereto for the balance of the Restricted Period. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) Restricted Period the Company issues an earnings release or (y) material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), occurs; or (2) prior to the expiration of the [ ]-day restricted periodRestricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day periodRestricted Period, the restrictions imposed by this Section 2 agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventmaterial news or material event. The Company shall provide the Representatives and each individual subject to the Restricted Period pursuant to the lock-up letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the initial Restricted Period. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] 20.68 a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] the Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareshereof. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company If GE executes, delivers and performs its obligations pursuant to the Exchange Agreement prior to the Closing Date (including, for the avoidance of doubt, all payments to the Selling Stockholder required pursuant to the Exchange Agreement), the Selling Stockholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name Selling Stockholder at $[ ] a share 87.27 per Share (the “Purchase Price”) plus accrued dividendsthe number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) determined by multiplying the aggregate number of Firm Shares to be sold by the Selling Stockholder by a fraction, if any, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the Closing Datename of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters from the Selling Stockholder hereunder. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Stockholder agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase PricePrice up to the applicable number of Additional Shares, if any, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 days after and the date of this AgreementSelling Stockholder on or before March 26, which 2024. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such The number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be sold by the Selling Stockholder, if any, to each Underwriter shall be determined by multiplying the aggregate number of Additional Shares to be sold by the Selling Stockholder, if any, by a fraction, the numerator of which is the aggregate number of Additional Shares to be purchased by such Underwriter and the denominator of which is the aggregate number of Additional Shares to be purchased by all the Underwriters from the Selling Stockholder pursuant to the exercise notice. Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten two business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares5 hereof. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce Any such election to purchase Additional Shares shall be made in proportion to the Underwriters that may participate in maximum number of Additional Shares to be sold by the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Selling Stockholder. The Company hereby agrees that, without your the prior written consent of the Representative on behalf of the Underwriters, it will not, during the period ending [ ] days after on May 13, 2024 (the date of the Prospectus relating to the Public Offering“Restricted Period”), (1a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] any class of stock of the Company (collectively, the “Restricted Securities”) or any other securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]any Restricted Securities; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock]any Restricted Securities, whether any such transaction described in clause (1), (2a) or (3b) above is to be settled by delivery of [Common Stock] [Preferred Stock] Restricted Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities or any securities convertible into or exercisable or exchangeable for any Restricted Securities or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to be sold by the Underwriters pursuant to this AgreementSelling Stockholder hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement, (c) the issuance by the Company of options to purchase shares of Common Stock and other equity incentive compensation, including restricted stock or restricted stock units, under stock option or similar plans described in the Time of Sale Prospectus or under stock option or similar plans of companies acquired by the Company in effect as of the date of this Agreement, (d) any shares of Common Stock issued upon the exercise of any options granted under such options stock option or similar plans described in the vesting Time of Sale Prospectus or under stock option or similar plans of companies acquired by the Company in effect on the date of this Agreement, (e) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to the terms of such other rightsstock option or similar plans, or (f) any the issuance by the Company of Common Stock or securities issued or issuable convertible into Common Stock in connection with an acquisition or business combination (including the Company’s stockholders rights plan. Notwithstanding filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that the foregoing, if aggregate number of shares of Common Stock the Company may issue or agree to issue pursuant to this clause (1f) during the last 17 days Restricted Period shall not exceed 5% of the [ ]-day restricted period [total number of shares of Common Stock issued and outstanding on the closing date of the offering of the Shares and provided further that, in the case of any issuance pursuant to this clause (x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication f), any recipient of material news relating to the Company) that shares of Common Stock shall have been reasonably identified as a material event for purposes of this section in a written notice executed and delivered to the Company by [Representative a lock-up agreement in the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventforms attached as Exhibit A hereto.

Agreements to Sell and Purchase. The Company (a) Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [●] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the Closing Date. number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, provided, however, that, if applicable, the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share, if any, equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing and the Selling Shareholders not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Depositary Shares set forth in Schedule I hereto opposite its name at a purchase price of $[ ] 24.50 per share for Firm Depositary Shares sold to institutional investors and at a purchase price of $24.2125 per share for Firm Depositary Shares sold to retail investors (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Depositary Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 0 Additional Depositary Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Depositary Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Depositary Shares but not payable on such Additional Depositary Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Depositary Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Depositary Shares nor later than ten business days after the date of such notice. Additional Depositary Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Depositary Shares. If any On each day, if any, that Additional Depositary Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Depositary Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Depositary Shares to be purchased on such Option Closing Date as the number of Firm Depositary Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Depositary Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $____ a share (the Company "Purchase Price"), the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II or Schedule III hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees each Selling Shareholder agrees, severally and not jointly, to sell to the U.S. Underwriters the number of Additional Shares, Shares set forth opposite such Selling Shareholder's name in Schedule I hereto under the heading "Number of Additional Shares To Be Sold," and the U.S. Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] 637,500 Additional Shares at the Purchase Price. If youthe U.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, you the U.S. Representatives shall so notify the Company and the Selling Shareholders in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchasedpurchased which date shall be subject to the approval of the Company, such approval not to be unreasonably withheld. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce The Additional Shares to be purchased by the U.S. Underwriters hereunder and the U.S. Firm Shares are hereinafter referred to as "U.S. Shares." The Company covenants and agrees that this Agreement constitutes the notice required on behalf of each Selling Shareholder by Article Fourth, Section A(4)(C) of the Amended and Restated Certificate of Incorporation of the Company, on behalf of such Selling Shareholder, to convert into Voting Common Stock, as of the Closing Date or the Option Closing Date, that number of shares of Nonvoting Common Stock equal to the lesser of (i) the number of shares of Nonvoting Common Stock held by such Selling Shareholder at such time and (ii) the number of Firm Shares or Additional Shares, as applicable, to be sold by such Selling Shareholder hereunder on such date, and that such conversion shall be effective on and as of the Closing Date or the Option Closing Date, as applicable, and that the Company will deliver such shares of Voting Common Stock to the Underwriters that on and as of the Closing Date or the Option Closing Date, as the case may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the be. The Company hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] 90 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any whether such shares of [Common Stock] [Preferred Stock] or any such securities convertible into are now owned by the Company or exercisable or exchangeable for [Common Stock] [Preferred Stock] are hereafter acquired) or (3ii) enter into any swap or other arrangement agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cA) the issuance by the Company of any shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the U.S. Representatives have been advised in writing or (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 's Stock Incentive Plan (the “Convertible Notes”), and as described defined in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name at $[ ] $ a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, that without your the prior written consent of RBC on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; , (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (4) make any public announcement of any intention to do any of the foregoing. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, includingprovided that such option, without limitationwarrant or security is identified in the Time of Sale Prospectus and the Prospectus, upon conversion (c) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company’s 3½% Convertible Notes due 2033 (Company pursuant to employee benefit plans in effect on the “Convertible Notes”), date hereof and as described in the ProspectusTime of Sale Prospectus (provided that, prior to such issuance, to the extent that any such shares or any such options will become vested during the Restricted Period, the Company shall cause each recipient of such grant or issuance to execute and deliver a “lock-up” agreement substantially in the form of Exhibit A hereto), (d) the filing by the Company of any post-effective amendments to its a registration statement with the Commission on Form S-3 S-8 in respect of any shares issued under or the grant of any supplements award pursuant to an employee benefit plan in effect on the prospectus included therein relating to date hereof and described in the Convertible Notes and the shares Time of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); Sale Prospectus or (e) the sale or issuance by the Company of any or entry into an agreement to sell or issue shares of Common Stock or options securities convertible into or exercisable for Common Stock in connection with any (i) mergers, (ii) acquisition of securities, businesses, property or other rights assets, (iii) joint ventures, (iv) strategic alliances, (v) partnerships with experts or other talent to employees of develop or provide content, (vi) equipment leasing arrangements or (vii) debt financing; provided, that the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company aggregate number of shares of Common Stock upon or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the exercise case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 5% of any such options or the vesting total number of any such other rights, or (f) any securities issued or issuable in connection with shares of the Company’s stockholders rights plan. Notwithstanding Common Stock issued and outstanding immediately following the foregoing, if (1) during the last 17 days completion of the [ ]-day restricted period [transactions contemplated by this Agreement; and provided further, that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (xe) shall execute a lock-up agreement substantially in the form of Exhibit A hereto. If RBC, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 5(g) hereof by a release or waiver substantially in the form of Exhibit B-1 hereto for an officer or director of the Company issues an earnings and provides the Company with notice of the impending release or (y) a material event relating to waiver at least three business days before the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration effective date of the [ ]-day restricted periodrelease or waiver, the Company announces agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B-2 hereto through a major news service at least two business days before the effective date of the release or waiver. The Company further agrees that it will not release earnings results during any security holder from, or waive any provision of, any lock-up or similar agreement between the 16-day period beginning on Company and any security holder without the last day prior written consent of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventRBC.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares Firm Securities set forth in Schedule I hereto opposite its name names at $[ ] U.S.$_____ a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] $16,500,000 Additional Shares Securities at the Purchase Price. If youthe Representatives, on behalf of the Underwriters, elect to exercise such option, you the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. If any Additional Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Securities that bears the same proportion to the total number of Additional Shares Securities to be purchased as the number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] 90 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (aA) the sale of any Securities to be sold hereby and the Shares to be sold in the Underwriters pursuant to this Agreement, Equity Offering or (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cB) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, includinghereof of which the Underwriters have been advised in writing. The Company further agrees that, without limitation, upon conversion the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”)Underwriters, and as described in the Prospectusit will not, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day date hereof and continuing to and including the Closing Date, not offer, sell, contract to sell or otherwise dispose of any debt securities of the [ ]-day period, the restrictions imposed by this Section 2 shall continue Company or warrants to apply until the expiration purchase or otherwise acquire debt securities of the 18-day period beginning on Company substantially similar to the issuance Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of the earnings release or the occurrence of the Material Eventbusiness).

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [•] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto under the column titled “Number of Firm Shares To Be Purchased” opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $________ a share (the "Purchase Price") the respective numbers number of Firm Shares set forth in Schedule I and II hereto opposite the name of such Underwriter. Notwithstanding the foregoing, it is understood that if any employees of the Company or any of its name subsidiaries are purchasing Shares in Canada in the Employee Directed Offer (as defined in the Registration Statement), such Shares (the "Canadian Employee Shares") will be sold directly by the Company to such employees at $[ ] a price per share (the “"Canadian Employee Purchase Price”") plus accrued dividends, if any, equal to the Closing Date. Public On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the U. S. Underwriters the Additional Shares, and the U.S. Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] 3,000,000 Additional Shares at the Purchase Price. If youthe U.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, you the U.S. Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of such U.S. Underwriter bears to the total number of U.S. Firm Shares. To induce The Additional Shares to be purchased by the U.S. Underwriters that may participate in hereunder and the Public Offering (U.S. Firm Shares are hereinafter collectively referred to as defined below) to continue their efforts in connection with the Public Offering, the "U.S. Shares." The Company hereby agrees that, without your the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (aA) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cB) the issuance by the Company of any shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (dC) the filing by grant of the Company Rollover Stock Options (as defined in the Registration Statement), (D) the grant of any post-effective amendments options to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of purchase Common Stock issuable upon conversion thereof under the Company's 1996 Equity Incentive Plan and (Registration Statement No. 333-108616); (eE) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common 's 1996 Employee Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventPurchase Plan.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [●] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Seller hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company such Seller the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at $[ ] ___ a share (the “"Purchase Price”) plus accrued dividends, if any, to the Closing Date"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees certain Selling Stockholders hereby agree to sell to the Underwriters the Additional Shares, Shares (in such number as described below) and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] 273,750 Additional Shares at the Purchase Price. The number of Additional Shares to be sold by each such Selling Stockholder shall equal (A) in the case that the Underwriters elect to purchase all such Additional Shares, the number set forth opposite such Selling Stockholder's name in Schedule I hereto or (B) in the case that the Underwriters elect to purchase less than all such Additional Shares, the number that bears the same proportion that the total number of Additional Shares to be sold by such Selling Stockholder as set forth opposite the name of such Selling Stockholder in Schedule I hereto bears to the total the total number of Additional Shares offered hereunder. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] 90 days after the date of the Prospectus relating to the Public OfferingProspectus, (1A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2A) or (3B) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (ai) the sale of any Shares to be sold hereunder and the Underwriters pursuant securities to this Agreement, be sold in the Note Offering; (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cii) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and hereof as described in the Prospectus, Prospectus or of which the Underwriters have been advised in writing; (diii) the filing by the Company grant of any post-effective amendments options or other rights to its registration statement on Form S-3 purchase or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of acquire any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in 1998 Stock Plan or the Prospectus and 1999 Directors' Stock Plan; (iv) the issuance by the Company of shares of Common Stock upon pursuant to the exercise 1999 Employee Stock Purchase Plan; (v) the issuance of any such options shares of Common Stock or grant of other right to acquire shares of capital stock of the vesting Company pursuant to equipment or lease financing activities entered into in the ordinary course of any such other rights, the Company's business; or (fvi) any the issuance by the Company of shares of Common Stock or securities issued convertible into or issuable exchangeable for Common Stock in connection with mergers or the Company’s stockholders rights planacquisition of securities, businesses, property or other assets. Notwithstanding In addition, each Selling Stockholder agrees that, without the foregoingprior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, if (1) it will not, during the last 17 period ending 90 days after the date of the [ ]-day restricted period [(x) Prospectus, initiate any demand for the Company issues an earnings release registration of any shares of Common Stock or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event any security convertible into or exchangeable for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventCommon Stock.

Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Shareholder the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] 22.4425 a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 5,587,500 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions declared by the Partnership and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce Each of the Underwriters that may participate in Partnership and the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Selling Shareholder hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares Common Shares beneficially owned (as such term is used in Rule 13d-3 of [Common Stock] [Preferred Stock] the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Shares or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock]Shares, whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (other than any registration statement on Form S-8 relating to the Partnership’s long-term incentive plan or other existing employee benefit plans of the Partnership referred to in the Registration Statement, Time of Sale Prospectus or the Prospectus) or (4) publicly disclose the intention to do any of the foregoing. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company Partnership of shares of [Common Stock] [Preferred Stock] Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as hereof that is described in the most recent Time of Sale Prospectus, (c) transactions by the Selling Shareholder relating to Common Shares or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Shares or other securities acquired in such open market transactions, (d) the filing transfers by the Company Selling Shareholder of any post-effective amendments to its registration statement on Form S-3 Common Shares or any supplements to security convertible into Common Shares as a bona fide gift, provided that (i) each donee shall enter into a written agreement accepting the prospectus included therein relating to restrictions set forth in the Convertible Notes preceding paragraph and this paragraph as if it were the shares Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); Shares shall be required or shall be voluntarily made in respect of the transfer during the Restricted Period, (e) distributions by either of the issuance by the Company of any shares Selling Shareholder or Antero Resources Employee Holdings LLC of Common Stock Shares or options or other rights any security convertible into Common Shares to employees its respective members, provided that each distributee shall receive such Common Shares subject to a private placement legend restricting transfer of such Shares under the Company on or after Securities Act, and neither the date hereof pursuant Partnership nor the Selling Shareholder shall take any action to facilitate the Company’s equity incentive plans as described in removal of such private placement legend during the Prospectus and Restricted Period without the issuance by the Company prior written consent of shares of Common Stock upon the exercise of any such options or the vesting of any such other rightsXxxxxx Xxxxxxx, or (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that such plan does not provide for the transfer of Common Shares during the Restricted Period. In addition, the Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the Restricted Period, make any securities issued demand for, or issuable in connection exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares. The Selling Shareholder consents to the entry of stop transfer instructions with the CompanyPartnership’s stockholders rights plantransfer agent and registrar against the transfer of any Shares held by the Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding If Xxxxxx Xxxxxxx, in its sole discretion, agrees to release or waive the foregoing, if (1restrictions set forth in a lock-up letter described in Section 6(i) during the last 17 days hereof for an officer or director of the [ ]-day restricted period [(x) General Partner and provides the Company issues an earnings Partnership with notice of the impending release or (y) a material event relating to waiver at least three business days before the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration effective date of the [ ]-day restricted periodrelease or waiver, the Company announces that it will Partnership agrees to announce the impending release earnings results during or waiver by a press release substantially in the 16-day period beginning on form of Exhibit B hereto through a major news service at least two business days before the last day effective date of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventwaiver.

Agreements to Sell and Purchase. The (a) Each of the Forward Sellers (with respect to the Borrowed Underwritten Shares) and the Company hereby agrees (with respect to any Company Top-Up Underwritten Shares), acting severally and not jointly, agree to sell to the several Underwriters, and each Underwriter, upon the basis of the warranties and representations and warranties subject to the terms and conditions herein contained, but subject to the conditions hereinafter stated, agrees, acting severally and not jointly, to purchase from each of the Forward Sellers (with respect to the Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), the respective numbers number of Underwritten Shares set forth in Schedule I hereto opposite its name at $[ ] 45.696 a share (the “Purchase Price”). Each of the Forward Sellers’ obligations pursuant to this Section 3(a) plus accrued dividends, if any, are several and not joint and extend solely to the Closing Date. On the basis respective number of the representations and warranties contained Borrowed Underwritten Shares specified opposite its name in this AgreementSchedule I. (b) In addition, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, purchase up to [ ] 1,230,000 Additional Shares at the Purchase Price; provided that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on such Additional Shares (the “Option Purchase Price”). If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part not later than 30 days after the date of this Agreement, which Agreement by written notice to the Company and the Forward Sellers. Such exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the purchased (an “Option Closing Date”); provided that such Option Closing Date (as defined below) but must be at least one business day after the written notice is given and may not be earlier than the Closing Date for the Borrowed Underwritten Shares nor later than ten business days after the date of such notice. . (i) Within one business day after such notice is given, the Company shall execute and deliver to each of the Forward Purchasers an additional letter agreement between the Company and such Forward Purchaser (an “Additional Forward Sale Agreement”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Common Stock equal to the aggregate number of Borrowed Additional Shares may be being purchased by the Underwriters from the related Forward Seller pursuant to the exercise of such option, on terms substantially similar to the Initial Forward Sale Agreements as provided in Section 4 hereof solely for agreed by the purpose parties. Upon the related Forward Purchaser’s execution and delivery of covering over-allotments made in connection with such Additional Forward Sale Agreement to the offering Company and upon the basis of the Firm warranties and representations and subject to the terms and conditions herein contained, each of the Forward Sellers (or, in the case of any Company Top-Up Additional Shares. If any , the Company) hereby agrees to sell to the several Underwriters such number of Borrowed Additional Shares at the Option Purchase Price. Each of the Forward Sellers’ obligations pursuant to this Section 3(b) are several and not joint and extend solely to be purchasedthe respective portion of the number of Borrowed Additional Shares specified opposite its name in Schedule I. (ii) On such Option Closing Date, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Underwritten Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Underwritten Shares. To induce the Underwriters that may participate in the Public Offering . (as defined belowc) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, If (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership representations and warranties of the [Common Stock] [Preferred Stock]Company and the Operating Partnership contained in Section 1 or any certificate delivered by the Company or the Operating Partnership pursuant hereto is not true and correct as of the date hereof and as of Closing Date or any Option Closing Date, whether as the case may be, as if made as of the Closing Date or such Option Closing Date, (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement on or prior to the Closing Date or such Option Closing Date, (iii) any of the conditions set forth in Section 6 have not been satisfied on or prior to the Closing Date or such transaction described Option Closing Date, (iv) this Agreement shall have been terminated pursuant to Section 10 on or prior to the Closing Date or such Option Closing Date or the Closing Date or such Option Closing Date shall not have occurred, (v) any of the conditions set forth in clause Section 7 of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Date or such Option Closing Date or (1vi) any of the representations and warranties of the Company contained in the Forward Sale Agreements are not true and correct as of the date hereof or as of the Closing Date or such Option Closing Date as if made as of the Closing Date or such Option Closing Date (clauses (i) through (vi), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securitiestogether, the “Conditions”), then the applicable Forward Seller, in cash or otherwise. The foregoing sentence shall its sole discretion, may elect not apply to (a) the borrow and deliver for sale of any Shares to the Underwriters pursuant to this Agreementthe Borrowed Shares otherwise deliverable on such date. In addition, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, event that the related Forward Purchaser determines that (dA) the filing by the Company of any post-effective amendments it or its affiliate is unable through commercially reasonable efforts to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes borrow and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company deliver for sale under this Agreement a number of shares of Common Stock upon equal to the exercise number of any such options or the vesting of any such other rightsBorrowed Shares to be sold by it hereunder in connection with establishing a commercially reasonable hedge position, or (fB) in its commercially reasonable judgment either it would be impracticable to do so or it or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum with respect to all or any securities issued portion of such shares to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date or issuable any Option Closing Date, as the case may be, the aggregate number of shares of Common Stock that such Forward Seller or its affiliate is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. (d) If any of the Company’s stockholders rights planForward Sellers elects, pursuant to Section 3(c), not to borrow and deliver for sale to the Underwriters on the Closing Date or any Option Closing Date, as the case may be, the total number of Borrowed Shares to be sold by it hereunder, such Forward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the business day prior to the Closing Date or Option Closing Date. Notwithstanding anything to the foregoingcontrary herein, if (1) during the last 17 days of the [ ]-day restricted period [(x) in no event will the Company issues an earnings release be required to issue or (y) a material event relating deliver the applicable Company Shares prior to the business day following notice to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day relevant number of the [ ]-day period, the restrictions imposed by Shares so deliverable in accordance with this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event3(d).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Shares Firm Notes set forth in Schedule I hereto opposite its name at $[ ] a share the purchase price of 96.875% of the principal amount of such Firm Notes (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, Notes and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up ratably in accordance with the amount of Firm Notes to [ ] be purchased by each of them, all or a portion of the Additional Shares Notes, with the same terms and CUSIP number as the Firm Notes, at the same Purchase PricePrice to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to, but not including, the Option Closing Date (as defined below)). If you, The Representative may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number amount of Additional Shares Notes to be purchased by the Underwriters and the date on which such shares Additional Notes are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor for the Firm Notes and not later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares5 hereof. If any On each Option Closing Date (as defined below), if any, that Additional Shares Notes are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Notes that bears the same proportion to the total number aggregate principal amount of Additional Shares Notes to be purchased on such Option Closing Date as the number amount of Firm Shares Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm SharesNotes. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of the Representative on behalf of the Underwriters, it will not, during the period ending [ ] 30 days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] debt securities issued or guaranteed by the Company or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; debt securities issued or guaranteed by the Company or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any debt securities issued or guaranteed by the [Common Stock] [Preferred Stock], Company whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] securities issued or guaranteed by the Company or such other securities, in cash or otherwise, or (3) file any registration statement with the Commission relating to the offering of any debt securities issued or guaranteed by the Company or any securities convertible into or exercisable or exchangeable for any debt securities issued or guaranteed by the Company other than a post-effective amendment to the Company’s shelf registration statement on Form N-2 to update the financial information included therein, to respond to comment from the staff of the Commission and to make other non-material changes. The foregoing sentence agreements contained in this paragraph shall not apply to (a) the sale registration of any Shares the Notes and the sales to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, (i) the Company agrees to sell to the Underwriters the Company Initial Shares and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective numbers number of Company Initial Shares set forth opposite the name of such Underwriter in Schedule I hereto under the heading “Number of Company Initial Shares To Be Purchased” and (ii) the Forward Seller (with respect to the Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), severally and not jointly, agree to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Forward Seller (with respect to the Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective numbers of Underwritten Shares set forth opposite its the name of such Underwriter in Schedule I hereto under the heading “Number of Borrowed Underwritten Shares To Be Purchased,” in each case, at the purchase price per share of Common Stock of $[ ] a share 50.50 (the “Purchase Price”). (b) plus accrued dividends, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreementherein contained, and but subject to its terms and conditionsconditions hereinafter stated, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional 1,020,000 Option Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares (the “Option Purchase Price”). If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the aggregate number of Additional Option Shares as to be purchased by which the Underwriters option is being exercised and the date on which such shares and time when the Option Shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Underwritten Shares nor later than ten business days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 13 hereof). Additional Option Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Underwritten Shares. If Following delivery of an exercise notice, the Company shall, within one business day after such notice is given, execute and deliver to the Forward Seller an additional letter agreement substantially in the form of Exhibit A between the Company and the Forward Purchaser (an “Additional Forward Sale Agreement”) providing for the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreements), of a number of shares of Common Stock equal to the aggregate number of Option Shares being purchased by the Underwriters from the Forward Seller pursuant to the exercise of such option. Upon the Company’s execution and delivery to the Forward Seller of such Additional Forward Sale Agreements, the Forward Purchaser shall promptly execute and deliver such Additional Forward Sale Agreements to the Company, and upon such execution and delivery to the Company, on the basis of the representations, warranties and agreements set forth herein, but subject to the conditions hereinafter stated, the Forward Seller (with respect to any Borrowed Option Shares) and the Company (with respect to any Company Top-Up Option Shares), severally and not jointly, hereby agree to sell to the several Underwriters such number of Option Shares at the Option Purchase Price. On each Additional Shares are to be purchasedClosing Date, if any, each Underwriter agrees, severally and not jointly, to purchase from the Company or the Forward Seller, as applicable, at the Option Purchase Price, the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion ratio to the total aggregate number of Option Shares being purchased on such Additional Shares to be purchased Closing Date as the number of Firm Underwritten Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 13 hereof) bears to the total aggregate number of Firm Shares. To induce Underwritten Shares being purchased by the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the several Underwriters, it will notsubject, during however, to such adjustments to eliminate any fractional shares as the period ending [ ] days after the date of the Prospectus relating to the Public Offering, Representatives in their sole discretion shall make. (1c) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; If (2i) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of conditions set forth in Section 6 hereof have not been satisfied on or prior to the [Common Stock] [Preferred Stock], whether any such transaction described in clause Closing Date or (1ii) this Agreement shall have been terminated pursuant to Section 12 hereof on or prior to the Closing Date (clauses (i) and (ii), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securitiestogether, the “Conditions”), the Forward Seller, in cash or otherwise. The foregoing sentence shall its sole discretion, may elect not apply to (a) the borrow and deliver for sale of any Shares to the Underwriters pursuant to this Agreementthe Borrowed Underwritten Shares. In addition, in the event that, in the Forward Purchaser’s commercially reasonable judgment, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cA) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of Forward Seller is unable to borrow and deliver for sale under this Agreement a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company number of shares of Common Stock upon equal to the exercise number of any such options or the vesting of any such other rights, Borrowed Underwritten Shares or (fB) the Forward Seller would incur a stock loan cost of more than a rate equal to 25 basis points per annum to do so, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date the aggregate number of shares of Common Stock that Forward Seller is able to so borrow at or below such cost. (d) If the Company has entered into Additional Forward Sale Agreements with the Forward Purchaser pursuant to Section 3(b) hereof and (i) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) conditions set forth in Section 6 hereof have not been satisfied on or prior to the Company issues an earnings release relevant Additional Closing Date or (yii) a material event relating to the Company occurs (including the publication of material news relating to the Company) that this Agreement shall have been reasonably identified as a material event for purposes of this section in a written notice delivered terminated pursuant to Section 12 hereof on or prior to the Company by [relevant Additional Closing Date (clauses (i) and (ii), together, the Representatives] within three days of such event] (each, a “Material EventAdditional Conditions”), the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters on the relevant Additional Closing Date the Borrowed Option Shares. In addition, in the event that, in the Forward Purchaser’s commercially reasonable judgment, (A) the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Option Shares or (2B) the Forward Seller would incur a stock loan cost of more than a rate equal to 25 basis points per annum to do so, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriters on the Additional Closing Date the aggregate number of shares of Common Stock that the Forward Seller is able to so borrow at or below such cost. (e) If (i) the Forward Seller elects, pursuant to Section 3(c) hereof, not to borrow and deliver for sale to the Underwriters on the Closing Date the total number of Borrowed Underwritten Shares or (ii) the Forward Purchaser has entered into an Additional Forward Sale Agreement with the Company pursuant to Section 3(b)(i) hereof and the Forward Seller elects, pursuant to Section 3(d) hereof, not to borrow and deliver for sale to the Underwriters on the relevant Additional Closing Date the total number of Borrowed Option Shares for such Additional Closing Date, the Forward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the second business day prior to the expiration of Closing Date or such Additional Closing Date, as the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventcase may be.

Agreements to Sell and Purchase. The Company (a) Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Selling Shareholder at $[ [●] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the Closing Date. number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, provided, however, that, if applicable, the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share, if any, equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing and the Selling Shareholders not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Selling Shareholder at $[ [●] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers such Seller, at a purchase price of Shares set forth in Schedule I hereto opposite its name at $US$[ ] a share per ADS (the “Purchase Price”), the number of Firm ADSs (subject to such adjustments to eliminate fractional shares as you may determine) plus accrued dividends, if any, that bears the same proportion to the Closing Datenumber of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares ADSs at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares Additional ADSs are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. If any On each day, if any, that Additional Shares ADSs are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventADSs.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [•] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees and the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [•] Additional Shares from the Company and up to [•] Additional Shares from the Selling Stockholders at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce On each Option Closing Date, each Seller, severally and not jointly, agrees to sell to the Underwriters that may participate Underwriters, the respective number of Additional Shares obtained by multiplying the number of Additional Shares specified in the Public Offering exercise notice by a fraction, (a) the numerator of which is the number of Shares set forth in this paragraph as defined belowthe maximum number of Additional Shares to be sold by the Company, in the case of the Company, and the number of Shares set forth next to each Selling Stockholder’s name under “Number of Additional Shares to be Sold” on Schedule I hereto, in the case of each Selling Stockholder, and (b) the denominator of which is the maximum number of Additional Shares (subject to continue their efforts in connection with the Public Offering, the such adjustments to eliminate fractional shares as you may determine). The Company hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing restrictions contained in the preceding sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, including, without limitation, upon conversion (c) the issuance of any option or security issuable under the Company’s 3½% Convertible Notes due 2033 2000 Stock Plan, 2010 Stock Incentive Plan or 2010 Employee Stock Purchase Plan (collectively, the “Convertible NotesEquity Plans”) or the filing of a registration statement on Form S-8 with respect to the Equity Plans or (d) the issuance, sale or entry into an agreement to issue or sell shares of common stock in connection with a strategic transaction, including the Company’s acquisition of one or more businesses, products or technology (by means of stock or asset purchase, merger or otherwise); provided the aggregate number of shares the Company may issue pursuant to this subsection (d) shall not exceed 10% of the total number of shares of Common Stock on the completion of the transactions contemplated by this Agreement and provided that any recipient or outstanding shares issued pursuant to this subsection (d) shall execute a lock-up agreement, in substantially the form of Exhibit A hereto. The Company also agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, release any holder of Company securities from the transfer restrictions contained in any agreement to which the Company is a party with respect to any shares of Common Stock beneficially owned (as described such term is used in Rule 13d-3 of the Exchange Act) by such holder or any other securities so owned convertible into or exercisable or exchangeable for Common Stock. Each of the Selling Stockholders hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, (b) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (c) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (d) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to affiliates, subsidiaries, limited partners, general partners, members or stockholders of the Selling Stockholder, (e) transfers of shares of Common Stock or any security convertible into or exchangeable for Common Stock by will or intestate succession to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the Selling Stockholder or members of the Selling Stockholder’s immediate family; provided that in the case of any transfer or distribution pursuant to clause (c), (d) or (e), (i) each donee, distributee or transferee shall enter into a written agreement accepting the restrictions set forth in this paragraph as if it were a Selling Stockholder and (ii) no filing by under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period, (f) the “net” exercise of outstanding options in accordance with their terms, provided the Company becomes the owner of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof surrendered in the net exercise and that such shares of Common Stock will be subject to the restrictions imposed on the Company under this Section 3, (Registration Statement No. 333-108616); (eg) the issuance exercise for cash, including payment in cash of any tax withholding obligation, of any options or warrants to acquire Common Stock outstanding as of the date hereof, provided any shares of Common Stock received or acquired pursuant to such exercise shall be subject to restrictions hereof; provided that in the case of any exercise pursuant to clause (f) or (g), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the 180-day restricted period, or (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Selling Stockholder or the Company during the 180-day restricted period. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or options any security convertible into or other rights to employees of the Company on exercisable or after the date hereof pursuant exchangeable for Common Stock. Each Selling Stockholder consents to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company entry of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection stop transfer instructions with the Company’s stockholders rights plan. Notwithstanding transfer agent and registrar against the foregoing, if (1) during transfer of any Shares held by such Selling Stockholder except in compliance with the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventforegoing restrictions.

Agreements to Sell and Purchase. The Each of the Company and the Selling Shareholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such seller at $______ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II or Schedule III hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Company agrees and the Selling Shareholders, severally and not jointly, agree to sell to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have a one-one- time right to purchase, severally and not jointly, up to [ ] 2,025,000 Additional Shares at the Purchase Price. If the Underwriters elect to purchase less than all of the Additional Shares, then the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be purchased from each Seller shall bear the same proportion to the total number of Additional Shares purchased as the number of Company Shares or Selling Shareholder Shares sold by such Seller (as the case may be) bears to the total number of Firm Shares. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company and the Selling Shareholders in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Each Seller hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (aA) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cB) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock pursuant to the Recapitalization, (C) the issuance of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion hereof of which the Company’s 3½% Convertible Notes due 2033 Underwriters have been advised in writing or (the “Convertible Notes”), and as described in the Prospectus, (dD) the filing by the Company grant of any post-effective amendments options to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the purchase shares of Common Stock issuable upon conversion thereof under the Company's Stock Incentive Plan provided such options do not vest prior to the expiration of the 180-day period referenced herein, and provided further, that in the case of subclause (Registration Statement NoC) of this paragraph, the recipient of any such shares agrees to execute a lock-up agreement in the form of Exhibit A hereof. 333-108616); (e) In addition, each Selling Shareholder, agrees that, without the issuance by prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Company Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or options any security convertible into or other rights to employees of the Company on exercisable or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of exchangeable for Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventStock.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriters the respective numbers of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Selling Stockholder at $[ [◾] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule II hereto under the column titled “Number of Firm Shares to be Purchased” opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company KKR Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ an aggregate of [◾] Additional Shares at the Purchase PricePrice from the KKR Selling Stockholder, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public OfferingOn each Option Closing Date, the Company hereby KKR Selling Stockholder agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares the number of [Common Stock] [Preferred Stock] or other securities acquired Additional Shares specified in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or notice (subject to such adjustments to eliminate fractional shares as the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”Representatives may determine), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] 10.704 a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, purchase up to [ ] 4,500,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date (an “Option Closing Date”) must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareshereof. If On any Additional Shares are to be purchasedOption Closing Date, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Selling Shareholder at $[ ] a $ per share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company Underwriters in writing whole or in part on not more than three occasions by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made sales of Ordinary Shares in connection with the offering excess of the number of Firm Shares. If any Additional Shares are On each Option Closing Date, each Selling Shareholder, severally and not jointly, agrees to be purchasedsell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from such Selling Shareholder the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased sold by such Selling Shareholder on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce The number of Additional Shares to be sold by a Selling Shareholder on an Option Closing Date shall be the Underwriters number of Additional Shares that may participate bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date as the number of Additional Shares set forth in Schedule I hereto opposite the Public Offering name of such Selling Shareholder bears to the total number of Additional Shares set forth therein. The Company and each Selling Shareholder (as defined belowother than Kings Road Holdings IV L.P., NXP Co-Investment Partners II L.P. and NXP Co-Investment Partners VIII L.P.) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending [ ] 90 days after the date of the Prospectus relating to the Public OfferingProspectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of [Common Stock] [Preferred Stock] the Exchange Act) or any other securities so owned convertible into or into, exercisable or exchangeable for [Common Stock] [Preferred Stock]; or representing Ordinary Shares or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock]Ordinary Shares, whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Ordinary Shares or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Ordinary Shares or any securities convertible into, exercisable or exchangeable for or representing Ordinary Shares. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof which option, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described warrant or security is disclosed in the ProspectusTime of Sale Prospectus or of which option, warrant or security the Underwriters have been advised in writing, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (ec) the issuance by the Company of any shares of Common Stock or options or other rights stock-based compensation pursuant to employees of the Company equity compensation plans in existence on or after the date hereof pursuant to the Company’s equity incentive plans as and described in the Prospectus and Time of Sale Prospectus, provided that any recipients thereof enter into lock-up agreements with the Underwriters in the form of Exhibit 1 hereto with respect to the remaining 90-day restricted period or any extension thereof unless, in the case of the issuance of options, such options do not become exercisable during the remaining 90-day restricted period or any extension thereof, or (d) the issuance by the Company of shares up to an aggregate of Common Stock upon five percent of the exercise Ordinary Shares (as adjusted for stock splits, stock dividends and other similar events after the date hereof) as consideration for bona fide acquisitions, provided that any recipients thereof enter into lock-up agreements with the Underwriters in the form of Exhibit 1 hereto with respect to the remaining 90-day restricted period or any such options extension thereof, (e) transactions relating to Ordinary Shares or other securities acquired by any Selling Shareholder in open market transactions after the vesting completion of any such other rightsthe offering of the Shares, or (f) transfers of Ordinary Shares or any securities issued security convertible into Ordinary Shares as a bona fide gift by any Selling Shareholder, (g) distributions or issuable other transfers of Ordinary Shares or any security convertible into Ordinary Shares to partners, members, interest holders or stockholders of any Selling Shareholder or of any of such Selling Shareholder’s affiliates (as such term is defined in Rule 405 of the Securities Act) or to any investment funds, pension funds, mutual funds or similar entities controlled, managed, advised by or affiliated with such Selling Shareholder, provided that (x) in the case of any transfer or distribution pursuant to clause (f) or (g), each donee, distributee or transferee, as the case may be, shall sign and deliver to the Representatives a lock-up letter in the form of Exhibit 1 and (y) in the case of any transfer or distribution pursuant to clause (e), (f) or (g), no filing under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares shall be required or shall be voluntarily made in respect of the transfer or distribution during the restricted period referred to in the foregoing sentence, (h) the sale of any Ordinary Shares by a Selling Shareholder or any security convertible into Ordinary Shares in connection with a “cashless exercise” of options or warrants, (i) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares, provided that such plan does not provide for the transfer of Ordinary Shares during the restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company and (j) the tender by a Selling Shareholder of any Ordinary Shares in a public offer for all of the Ordinary Shares. Each Selling Shareholder agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into, exercisable or exchangeable for or representing Ordinary Shares. Each Selling Shareholder agrees and consents to the entry of stop transfer instructions with the Company and the Company’s stockholders rights plantransfer agent and registrar, as applicable, against the transfer of such Selling Shareholder’s Ordinary Shares except in compliance with the restrictions in this Section 3. Notwithstanding anything in this Section 3, to the extent KKR Capital Markets LLC or its affiliates are deemed to be an affiliate of any Selling Shareholder or in privity with any Selling Shareholder or any affiliate of any Selling Shareholder, KKR Capital Markets LLC and its affiliates may engage in investment advisory, investment company, financial advisory, financing, asset management and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided that this sentence shall have no application with respect to Ordinary Shares or securities convertible into, exercisable or exchangeable for or representing Ordinary Shares held or beneficially owned by KKR NXP Investor S.a x.x., KKR NXP (2006) Limited, KKR NXP (European II) Limited, KKR NXP (Millennium) Limited, KKR Associates Europe II Limited Partnership (the “KKR Entities”) at the time of the completion of the public offering of the Shares contemplated hereby, whether or not such Ordinary Shares or securities convertible into, exercisable or exchangeable for or representing Ordinary Shares are held by the KKR Entities or are transferred, sold or otherwise not beneficially owned by the KKR Entities. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day 90-day restricted period [(x) the Company issues an earnings release or (y) material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), occurs; or (2) prior to the expiration of the [ ]-day 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day 90-day period, the restrictions imposed by this Section 2 agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventmaterial news or material event. The Company shall promptly notify the Representatives, the Selling Shareholders and each person subject to the lock-up letters described in Section 6(q) of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $______ a share (the Company "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Shareholder agrees to sell to the Underwriters such number of Additional Shares as are set forth opposite the Additional Sharesname of such Selling Shareholder in Schedule I hereto, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] 1,312,500 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company and the Selling Shareholders in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. The maximum number of Additional Shares to be purchased from each Selling Shareholder is set forth in Schedule I hereto. If less than the maximum number of Additional Shares are to be purchased hereunder, then each Selling Shareholder other than Xx. Xxxxxx X. Kass agrees to sell to the Underwriters that number of Additional Shares (subject to such adjustment to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Firm Shares less the number of firm shares sold by Xx. Xxxx. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company and each Selling Shareholder hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, and with respect to any trust, partnership or other entity controlled by or under common control with any such Selling Shareholder, the Selling Shareholder will not allow such entity to, during the period ending [ [___] days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (aA) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cB) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, including, without limitation, upon conversion (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Company’s 3½% Convertible Notes due 2033 offering of the Shares or (the “Convertible Notes”), and as described in the Prospectus, (dD) the filing purchase by the Company of any post-effective amendments up to a maximum of _______ shares of its Common Stock pursuant to its previously announced stock buyback program. Finally, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [___] days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options any security convertible into or other rights to employees of the Company on exercisable or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of exchangeable for Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventStock.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [•] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase PricePrice as follows: (A) until the Underwriters have purchased [•] Additional Shares, the Selling Stockholders shall sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the aggregate number of Additional Shares to be sold at such Option Closing Date (as defined below) as the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Stockholder bears to the total number of Selling Stockholder Additional Shares, and (B) in the event that the Underwriters elect to purchase more than [•] Additional Shares, the Company agrees to sell to the Underwriters the Company Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of Mxxxxx Sxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such an option, warrant or other right to acquire shares of Common Stock or the conversion of a security outstanding on the date of the Prospectus of which the Underwriters have been advised in writing, (c) the issuance by the Company of shares, options or other rights to purchase shares of Common Stock to employees, officers, directors, advisors or consultants pursuant to any stock option or similar equity incentive or compensation plan disclosed in the vesting Time of Sale Prospectus, (d) the issuance by the Company of shares of Common Stock, or securities convertible into or exercisable or exchangeable for the Common Stock, in connection with mergers or acquisitions (irrespective of whether in the form of an acquisition of securities, businesses, properties or assets), or joint ventures, commercial relationships or strategic transactions (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) with, another company or the securityholders of another company in an aggregate amount not to exceed 10% of the number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, provided that the recipient of the shares of Common Stock pursuant to this clause (d) executes a lock-up agreement substantially in the form of Exhibit A hereto and (e) the filing with the Commission of any such other rightsregistration statement (1) on Form S-8 in respect of any shares issued under or the grant of any award pursuant to any employee benefit plan described in the Time of Sale Prospectus, or (f2) any securities issued or issuable in connection with mergers or acquisitions (irrespective of whether in the Company’s stockholders rights planform of an acquisition of securities, businesses, properties or assets), or joint ventures, commercial relationships or strategic transactions (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) with, another company or the securityholders of another company in an aggregate amount not to exceed 10% of the number of shares of Common Stock issued and outstanding immediately following completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day 180-day restricted period [(x) the Company issues an earnings release or (y) material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), occurs; or (2) prior to the expiration of the [ ]-day 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day 180-day period, the restrictions imposed by the fourth paragraph of this Section 2 3 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventmaterial news or material event. The Company shall promptly notify Mxxxxx Sxxxxxx & Co. Incorporated of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. Each of the Selling Stockholders hereby agrees that for the period specified in the lock-up agreement that such Selling Stockholder has executed (the “Selling Stockholder Lock-Up Agreement”), such Selling Stockholder will not take any action in contravention of such Selling Stockholder Lock-Up Agreement. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the Selling Stockholder Lock-Up Agreement.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein containedcontained in this Agreement and the Company Support Agreement, but subject to the terms and conditions hereinafter statedin this Agreement and the Company Support Agreement, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Selling Shareholder at $[ [•] a share per ADS (the “Purchase Price”) plus accrued dividends, if any, the number of Firm ADSs (subject to such adjustments to eliminate fractional ADSs as the Representatives may determine) that bears the same proportion to the Closing Datenumber of Firm ADSs to be sold by such Selling Shareholder as the number of Firm ADSs set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement and the Company Support Agreement, and subject to its the terms and conditionsconditions of this Agreement and the Company Support Agreement, the Company agrees Selling Shareholders severally agree to sell to the Underwriters on a pro rata basis the Additional SharesADSs, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [•] Additional Shares ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional ADSs shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm ADSs or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made sales of ADSs in connection with excess of the offering number of the Firm SharesADSs. If any On each day, if any, that Additional Shares ADSs are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares ADS as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventADSs.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ [—] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders, severally and not jointly, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [—] Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of Xxxxxxx, Xxxxx & Co., Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, it will not, during the period ending [ ] days 90 after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, be sold hereunder; (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options an option or warrant or the conversion or vesting of any a security outstanding on the date hereof of which the Underwriters have been advised; (c) grants of securities in accordance with the terms of an equity compensation plan in effect on the Closing Date and described in the Time of Sale Prospectus or the issuance by the Company of shares of Common Stock upon the exercise or vesting thereof; (d) the filing by the Company of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus; (e) the sale or issuance of or entry into an agreement by the Company to sell or issue shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock), representing up to five percent of the total number of shares of issued and outstanding Common Stock immediately following the sale of Shares hereunder, in connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions (whether by means of merger, stock purchase, asset purchase or otherwise); provided that the recipients of such Common Stock or other rights, securities under this clause (e) sign a lock-up letter substantially in the form of Exhibit A hereto; or (f) any securities issued the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or issuable in connection with filing under the Company’s stockholders rights Exchange Act, if any, is required of or voluntarily made by or on behalf of the Selling Shareholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) Restricted Period the Company issues an earnings release or (y) material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), occurs; or (2) prior to the expiration of the [ ]-day restricted periodRestricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day periodRestricted Period, the restrictions imposed by this Section 2 agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventmaterial news or material event. The Company shall provide Xxxxxxx, Xxxxx & Co., Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC and each individual subject to the Restricted Period pursuant to the lock-up letters described in Section 6(m) with prior notice of any such announcement that gives rise to an extension of the initial Restricted Period.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ ] 5.4625 a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder (jointly and severally as among the Company Tontine Selling Shareholders, and severally only and not jointly as between the Tontine Selling Shareholders and X. Xxxxxxx Drecoll), agrees to sell to the Underwriters the portion of the Additional SharesShares shown on Schedule I hereto, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 2,250,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, Macquarie Capital (USA) Inc. and X.X. Xxxxxx Securities Inc. You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify time in part by giving written notice to the Company in writing and the Selling Shareholders not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of Macquarie Capital (USA) Inc. and X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending [ ] 75 days after the date of the Prospectus relating to the Public OfferingProspectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than on Form S-8 or a successor form), it being understood and agreed that the filing by the Company of supplements or amendments (including an amendment on Form S-3) to the Company’s Registration Statement on Form S-1 (File No. 333-159487) shall not be prohibited or otherwise limited by this clause (3). The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion hereof of which the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described Underwriters have been advised in the Prospectuswriting, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (ec) the issuance by the Company of any shares of Common Stock options, restricted stock or options restricted stock units pursuant to any stock or other rights to employees option plan of the Company in existence on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and or the issuance by the Company of shares of any Common Stock upon the exercise of any such options or (d) the vesting issuance of any such other rights, or (f) any securities issued or issuable in connection with shares of Common Stock for matching awards under the Company’s stockholders rights planEmployees’ 401(k) Savings Plan in existence on the date hereof. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day 75-day restricted period [(x) the Company issues an earnings release or (y) material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), occurs; or (2) prior to the expiration of the [ ]-day 75-day restricted period, period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day 75-day period, the restrictions imposed by this Section 2 agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventmaterial news or material event.

Agreements to Sell and Purchase. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell 2,750,000 Firm Shares, and the Selling Shareholder agrees to sell 960,000 Firm Shares, to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly, to purchase from the Company and the respective numbers Selling Shareholder the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at I-A. The purchase price for each Firm Share shall be $[ ] a 5.376 per share (the “Purchase Price”). The obligation of each Underwriter to each of the Company and the Selling Shareholders shall be to purchase from each of the Company and the Selling Shareholders that number of Firm Shares (to be adjusted by the Manager to avoid fractional shares) plus accrued dividends, if any, that represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Selling Shareholders pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I-A represents to the Closing Datetotal number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. On In making this Agreement, each Underwriter is contracting severally and not jointly. Moreover, the Company hereby agrees to issue and sell up to 556,500 Additional Shares to the Underwriters at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right (but not the obligation) to purchase, severally and not jointly, up to [ ] the Additional Shares at the Purchase Price. If you, The Manager may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 4 hereof 3 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Manager may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I I-A hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each of the Selling Shareholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers such Selling Shareholder at a price of Shares set forth in Schedule I hereto opposite its name at $[ [●] a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 1,800,000 Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the aggregate number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares Firm Securities set forth in Schedule I hereto opposite its name at $[ ] 9.80 a share Unit (the “Purchase Price”) plus accrued dividends, if any, (subject to the Closing Datesuch adjustments to eliminate fractional Units as you may determine). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 3,000,000 Additional Shares Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per Unit equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Additional Securities. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 45 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. If any On each day, if any, that Additional Shares Securities are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Units as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities. To induce In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that may participate if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Shares included in the Securities sold pursuant to this Agreement (the “Public Offering Stockholders”), (as defined belowi) the Underwriters will forfeit any rights or claims to continue their efforts in connection with the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Offering, the Stockholders on a pro rata basis. The Company hereby agrees that, without your the prior written consent of the Representative on behalf of the Underwriters, it will not, (x) during the period ending [ ] 180 days after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares Units, Warrants or Shares beneficially owned (as such term is used in Rule 13d-3 of [Common Stock] [Preferred Stock] the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]Shares; (2) file any registration statement with provided, however, that the Securities and Exchange Commission relating foregoing shall not apply to the offering forfeiture of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any a portion of the economic consequences of ownership of Founder Shares pursuant to their terms and the [Common Stock] [Preferred Stock], whether any such transaction described in clause Company may (1)) issue and sell the Private Placement Warrants, (2) or issue and sell the Additional Securities on exercise of the option provided for in Section 2 hereof, and (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other issue securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoinga Business Combination, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter. The Underwriters shall reimburse the Company occurs for certain offering expenses for $1,000,000 (including or $1,150,000 if the publication of material news relating option to the Company) that shall have been reasonably identified as a material event for purposes of this section purchase additional units is exercised in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”full), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ ] $ a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders, severally and not jointly, hereby agree to sell to the Underwriters the number of Additional SharesShares set forth on Schedule I hereto opposite the name of such Selling Stockholder, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Each Seller hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending [ ] 180 days after the date of the Prospectus relating to (the Public Offering, “Restricted Period)” (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; , (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise, or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to to: (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (b) transfers of shares of Common Stock or any security convertible into Common Stock (i) to an immediate family member (defined as a person related to a Selling Stockholder by any relationship by blood, marriage, domestic partnership or adoption no more remote than a first cousin) of such Selling Stockholder, (ii) by will, other testamentary document or intestate succession, (iii) to any trust or partnership for the sale direct or indirect benefit of any Shares a Selling Stockholder or an immediate family member of such Selling Stockholder, (iv) if the Selling Stockholder is a trust, to a trustor or beneficiary of the trust, or (v) not involving a change in beneficial ownership;(c) transactions relating to shares of Common Stock or other securities sold to the Underwriters pursuant to this Agreement, (bAgreement;(d) transactions relating to shares of [Common Stock] [Preferred Stock] Stock or other securities acquired in open market transactions after the completion of the Public Offeringpublic offering of the Shares; (e) transfers or distributions of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Stockholder, including current partners, members, managers, stockholders or other principals (cor to the estates of any of such persons) of such Selling Stockholder, or transfers or distributions of shares of Common Stock or any security convertible into Common Stock to a person or entity controlled by, controlling or under common control or management with the issuance by Selling Stockholder or to the partners, members, managers, stockholders or other principals of such person or entity (or to the estates of any of such persons); (f) transfers to the Company of shares of [Common Stock] [Preferred Stock] upon Stock or any security convertible into or exercisable for Common Stock in connection with (i) the exercise termination of service of an option employee or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by other service provider pursuant to agreements that provide the Company with an option to repurchase such shares, or (ii) agreements that provide the Company with a right of any post-effective amendments first refusal with respect to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares transfers of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616)such shares; (eg) the issuance by the Company transfers of any shares of Common Stock or any security convertible into Common Stock to the Company in connection with the exercise of options or warrants, including on a “cashless” basis, or for the purpose of satisfying any tax or other rights to employees governmental withholding obligation solely in connection with a transaction exempt from Section 16(b) of the Exchange Act; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that, such plan does not provide for the transfer of Common Stock during the Restricted Period and, other than disclosure in the Prospectus, no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Selling Stockholder or the Company on except if such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; provided that in the case of any transfer or distribution pursuant to clause (a), (b) or (e), (i) each donee, distributee or transferee shall sign and deliver a letter substantially in the form of Exhibit A hereto, and (ii) any such transfer or disposition shall not involve a disposition for value; and provided further that in the case of any transfer or distribution pursuant to clause (a), (b), (c), (d), (e), (f), (g), or (h), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period (other than a Form 5 made when required after the date hereof pursuant to expiration of the Company’s equity incentive plans as described in the Prospectus and Restricted Period); (i) the issuance by the Company of shares of Common Stock upon the exercise of any such options an option or the vesting of any such other rights, warrant or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding vesting of restricted stock units, or the foregoingconversion of a security, if in each case outstanding on the date hereof of which the Underwriters have been advised in writing; (1) during the last 17 days of the [ ]-day restricted period [(xj) the grant or issuance by the Company issues an earnings release of employee, consultant or director stock options or restricted stock or restricted stock units or Common Stock under stock plans described in the Registration Statement, the Time of Sale Prospectus or Prospectus, provided that in the case of each such grant or issuance, the recipient shall sign and deliver a lock-up letter substantially in either the form of Exhibit A; (yk) the filing of a material event registration statement with the Commission on Form S-8 relating to the Company occurs (including offering of securities in accordance with the publication terms of material news relating to a plan described in the Company) that shall have been reasonably identified as a material event for purposes Registration Statement, the Time of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”)Sale Prospectus or Prospectus, or (2l) the issuance by the Company of shares of Common Stock in an amount up to 8% of the Company’s outstanding shares of Common Stock in connection with a merger, acquisition, strategic commercial arrangement or other similar transaction, provided that in the case of any transfer or distribution pursuant to this clause (l), each distributee shall sign and deliver a lock-up letter substantially in either the form of Exhibit A. In addition, each Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx, Sachs & Co., together on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the expiration entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. If Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx, Sachs & Co., in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the [ ]-day restricted periodCompany and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company announces that it will agrees to announce the impending release earnings results during or waiver by a press release substantially in the 16-day period beginning on form of Exhibit B hereto through a major news service at least two business days before the last day effective date of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventwaiver.

Agreements to Sell and Purchase. The Company Selling Stockholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Stockholder the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ [·] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ an aggregate of [·] Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten five business days after the date of such noticenotice or such other date as shall be agreed between the Selling Stockholder and you. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, Each of the Company and the Selling Stockholder hereby agrees thatthat it will not during the period ending 180 days after the date of the Prospectus, without your the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2ii) file or cause to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] ; or (3iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1i), (2ii) or (3iii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (aA) the sale shares of any Shares Common Stock to the Underwriters be sold pursuant to this AgreementAgreement or the Share Repurchase, (bB) transactions relating to the shares of [Common Stock] [Preferred Stock] Stock issuable in connection with the Treasury Units or Corporate Units (as defined in the Prospectus) or the filing of any registration statement relating thereto to the extent required under the terms of the Equity Units (as defined in the Prospectus), (C) the grant by the Company of stock options, restricted stock or other securities acquired awards pursuant to the Company’s benefit plans as described in open market transactions after the completion of the Public OfferingProspectus; provided that such options, restricted stock or awards do not become exercisable or vest during such 180-day period, (cD) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments or prior to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as and which is described in the Prospectus and of which the issuance Underwriters have been advised in writing (E) issuances by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding acquisition of another corporation or entity or the foregoing, if (1) during the last 17 days acquisition of the [ ]-day restricted period [assets or properties of any such corporation or entity, so long as (xi) the aggregate amount of such issuances does not exceed $500 million and (ii) each of the recipients of the Common Stock agrees in writing prior to the consummation of any such transaction to be bound by the provisions of the preceding paragraph for the remainder of such 180-day period as if such recipients were the Selling Stockholder, (F) the private transfer by the Selling Stockholder of restricted shares of Common Stock, so long as each of the recipients of the Common Stock agrees in writing prior to the consummation of any such transaction to be bound by the provisions of the preceding paragraph for the remainder of such 180-day period as if such recipients were the Selling Stockholder, (G) transactions by any person other than the Company issues an earnings release relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares and (yH) the filing of a material event registration statement on Form S-8 relating to the Company occurs (including issuance of stock options, restricted stock and other awards pursuant to our benefit plans as described in the publication of material news relating Prospectus. The Selling Stockholder also agrees and consents to the entry of stop transfer instructions with the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to ’s transfer agent and registrar against the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration transfer of the [ ]-day restricted period, Selling Stockholder’s share of Common Stock except in compliance with the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventforegoing restrictions.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $[ US$[●] a share per American Depositary Share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 1,500,000 Additional Shares in the form of 1,500,000 American Depositary Shares at the Purchase Price. If you, The Representatives may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company (a) Each Seller, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriters the number of Firm Shares set forth in Schedule I hereto opposite the name of such Seller, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $$ [ ● ] a per share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Seller, severally and not jointly, agrees to sell to the Underwriters the number of Additional SharesShares that bears the same proportion to the total number of Additional Shares to be purchases as the number of Firm Shares sold by such Selling Shareholder as set forth on Schedule I hereto to the total number of Firm Shares purchased, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ● ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the The Company hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx and Xxxxxxxxx LLC on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to (the Public Offering“Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to the issuance of shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option options, pursuant to any share or warrant stock option, share or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as stock bonus or other share or stock plan or arrangement described in the ProspectusRegistration Statement, the Time of Sale Prospectus and the Prospectus provided that each holder shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (d) the issuance and sale of Common Stock, or any securities convertible into, or exercisable, or exchangeable for, Common Stock, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (e) the filing by the Company of any post-effective amendments to its a registration statement on Form S-3 S-8 (or any supplements equivalent form) with the Commission, and (f) the issuance of Common Stock in connection with the acquisition of another company, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto and provided further, that the number of shares of Common Stock issued pursuant to the prospectus included therein relating to the Convertible Notes and this clause (f) shall not exceed 5% of the shares of Common Stock issuable upon conversion thereof then outstanding. If Xxxxxx Xxxxxxx and Xxxxxxxxx LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6 (Registration Statement No. 333-108616); (eg) the issuance by the Company of any shares of Common Stock hereof for a stockholder, officer or options or other rights to employees director of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by provide the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days notice of the [ ]-day restricted period [(x) the Company issues an earnings impending release or (y) a material event relating to waiver at least three business days before the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration effective date of the [ ]-day restricted periodrelease or waiver, the Company announces that it will agrees to announce the impending release earnings results during or waiver by a press release substantially in the 16-day period beginning on form of Exhibit B hereto through a major news service at least two business days before the last day effective date of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventwaiver.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Shareholder at the respective numbers of Shares purchase Price set forth in Schedule I I-A hereto opposite its name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, the respective numbers of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] the number of Additional Shares set forth, as applicable, in Schedule I-B at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, Any such election to purchase Additional Shares shall be made in proportion to the maximum number of Additional Shares to be sold by each Selling Shareholder as set forth in Schedule I-B hereto. You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least two business days after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 3 hereof solely for the purpose of covering over-allotments made sales of Common Shares in connection with excess of the offering number of the Firm Shares. If any Additional Shares are to be purchasedOn each Option Closing Date, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $______ a - 8 - share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 1,141,875 Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Each Seller hereby agrees that, without your the prior written consent on behalf of the UnderwritersXX Xxxxxxxxx + Co, LLC, it will not, during the period ending [ ] 180 days after the effective date of the Prospectus relating to the Public OfferingRegistration Statement, (1i) offer, pledgedirectly or indirectly, sell, offer, contract to sell, sell transfer the economic risk of ownership in, make any option or contract to purchaseshort sale, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose of, directly or indirectly, of any shares of [capital stock or other ownership interests of the Company or any securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire the Company's capital stock or other ownership interests of the Company that the undersigned beneficially owns, or (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Stock (2) file other than any registration statement with the Securities and Exchange Commission on Form S-8 relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock]Company's equity-based incentive compensation plans), whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (aA) the sale of any Shares to the Underwriters pursuant to this Agreementbe sold hereunder, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (cB) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (dC) the filing grants by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements awards pursuant to the prospectus included therein Morningstar 2004 Stock Incentive Plan, (D) transactions by any person other than the Company relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof or other securities acquired in open market transactions after the completion of the offering of the Shares, (E) distributions of shares of Common Stock or any security convertible into or exchangeable or exercisable for the Company's capital stock or any other rights to purchase or acquire the Company's capital stock to partners, stockholders or affiliates of any Seller or (F) in - 9 - the case of the Selling Shareholders, transfers of shares of Common Stock or any security convertible into or exchangeable for the Company's capital stock or any other rights to purchase or acquire the Company's capital stock to affiliates of any Selling Shareholder. In addition, each Selling Shareholder agrees that, without the prior written consent of XX Xxxxxxxxx + Co, LLC, it will not, during the period ending 180 days after the effective date of the Registration Statement No. 333-108616); (e) Statement, make any demand for, or exercise any right with respect to, the issuance by the Company registration of any shares of Common Stock or options any security convertible into or other rights to employees of the Company on exercisable or after the date hereof pursuant exchangeable for Common Stock. Each Selling Shareholder also agrees and consents to the entry of stop transfer instructions with the Company’s equity incentive plans as described in 's transfer agent and registrar against the Prospectus and the issuance by the Company transfer of such Selling Shareholder's shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable except in connection compliance with the Company’s stockholders rights planforegoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day 180-day restricted period [(x) the Company issues an earnings release or (y) material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), occurs; or (2) prior to the expiration of the [ ]-day 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day 180-day period, the restrictions imposed by this Section 2 the second preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventmaterial news or material event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”) plus accrued dividends), if anyprovided, that with respect to the Closing Date. Stockholder Shares, the purchase price shall be the price set forth in Schedule I hereto as the “Stockholder Shares Purchase Price.” On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 days after the date of this Agreement, which the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Shareholders at U.S. $________ a share (the "Purchase Price") the respective numbers of Firm Shares set forth in Schedule I hereto II opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Dateof such Underwriters. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] 241,755 Additional Shares at the Purchase Price. If youthe Representatives, on behalf of the Underwriters, elect to exercise such option, you the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Each Seller hereby agrees that, without your the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Underwriters, it will not, during the period ending [ ] 90 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwiseotherwise (including pursuant to Rule 144). The foregoing sentence shall not apply to (aA) the sale of any Shares to be sold hereunder or (B) grants by the Underwriters pursuant Company of options to this Agreement, (b) transactions relating to shares of [purchase Common Stock] [Preferred Stock] Stock under its current stock option plans or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing. In addition, includingeach Selling Shareholder, agrees that, without limitation, upon conversion the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated on behalf of the Company’s 3½% Convertible Notes due 2033 (Underwriters, it will not, during the “Convertible Notes”), and as described in period ending 90 days after the date of the Prospectus, (d) make any demand for, or exercise any right with respect to, the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options any security convertible into or other rights to employees of the Company on exercisable or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of exchangeable for Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventStock.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $ a share (the Company "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees and the Selling Stockholder agree to sell sell, on a pro rata basis based on the number of Firm Shares sold by them, to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] 990,000 Additional Shares at the Purchase Price. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to time in part by giving written notice of each election to exercise such option, you shall so notify the Company in writing option not later than 30 days after the date of this Agreement, which Agreement to the Company and the Selling Stockholder. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Each Seller hereby agrees that, without your the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; , (2ii) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] , or (3iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1i), (2ii) or (3iii) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1i) during the last 17 days of the [ ]-day 180-day restricted period [(x) the Company issues an a earnings release or (y) discloses material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”)occurs, or (2ii) prior to the expiration of the [ ]-day 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day 180-day period, the restrictions imposed by this Section 2 letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release release, the disclosure of the material news or the occurrence of the Material Eventmaterial event. The restrictions set forth in this paragraph shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security that is described in the Prospectus and is outstanding on the date hereof, or (C) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in the Prospectus. In addition, the Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell ___ Shares, and each Selling Stockholder, severally and not jointly, hereby agrees to sell the number of Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, to the several UnderwritersUnderwriters at a price of $_____ per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, hereby agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Managers may determine) set forth opposite the name of such Underwriter set forth in Schedule II hereto that bears the same proportion to the number of Firm Shares to be sold by each such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On Moreover, the Company hereby agrees to issue and sell up to ___ Additional Shares to the Underwriters at the Purchase Price and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right (but not the obligation) to purchase, severally and not jointly, up to [ ] the Additional Shares at the Purchase Price. If you, The Managers may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Managers may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) Each Selling Stockholder agrees to continue their efforts in connection comply with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf terms and conditions of the Underwriters, “lock-up”’ agreement that it will not, during the period ending [ ] days after the date of the Prospectus relating has previously entered into and delivered to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option Managers on or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on before the date hereof, including, without limitation, upon conversion which “lock-up” agreement was executed in substantially the form of Exhibit D hereto. Each Selling Stockholder agrees to advise the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”)Managers promptly, and as described in the Prospectus, (d) the filing if requested by the Company Managers, confirm such advice in writing, so long as delivery of any post-effective amendments to its registration statement on Form S-3 or any supplements to the a prospectus included therein relating to the Convertible Notes and Shares by an underwriter or dealer may be required under the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of Securities Act, any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described change in information contained in the Registration Statement, the Time of Sale Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any Prospectus that relates to such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material EventSelling Stockholder.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $______ a share (the Company "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, of such Underwriter bears to the Closing Datetotal number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] the number of Additional Shares set forth opposite such Selling Stockholder's name on Schedule I hereto at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company each Selling Stockholder in writing at least three business days in advance of the Option Closing Date and not later than 30 days after the date of this Agreement, which notice shall be irrevocable and shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, in the same proportion as the number of Firm Shares purchased by that Underwriter from such Selling Stockholder bears to the total number of Firm Shares purchased by that Underwriter, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, Each of the Company and France Telecom, severally and not jointly, and Deutsche Telekom AG and DT Holdings, jointly with respect to each other and severally with respect to the Company and France Telecom, hereby agrees that, without your the prior written consent of Xxxxxxx, Xxxxx & Co., Xxxxxx Xxxxxxx & Co. Incorporated and UBS Warburg LLC on behalf of the Underwriters, it will not, during the period ending [ ] 90 days after the date of the Prospectus relating to the Public OfferingProspectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [any series of FON Common Stock] [Preferred Stock] Stock or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering shares of any shares series of [FON Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] Stock or (3ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [FON Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2i) or (3ii) above is to be settled by delivery of [FON Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (aA) the sale Shares to be sold hereunder, (B) any transaction pursuant to any employee or director benefit plan in effect on the date of the Prospectus or the registration of any Shares such transaction, (C) issuances of FON Common Stock pursuant to any dividend reinvestment plan in effect on the date of the Prospectus, (D) issuances of FON Common Stock pursuant to the Underwriters pursuant to this AgreementCompany rights plan in effect on the date of the Prospectus, (bE) transactions relating to shares issuances of [FON Common Stock] [Preferred Stock] Stock or securities convertible into or exchangeable for FON Common Stock in connection with acquisitions, or mergers or in connection with strategic or other securities acquired significant investments, provided that in open market transactions after the completion of the Public Offering, each case set forth in this clause (cE) the issuance recipient of such FON Common Stock or securities convertible into or exchangeable for FON Common Stock agrees to be bound for any remaining portion of such 90 day period on the above terms (except that recipients of FON Common Stock or securities convertible into or exchangeable for FON Common Stock in connection with the acquisition by the Company of a company whose shares of [Common Stock] [Preferred Stock] upon the exercise of an option are publicly traded need not so agree) or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (dF) the filing transfers by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares either Selling Stockholder of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company to one or a limited number of any shares of Common Stock or options special purpose vehicles or other rights financial intermediaries or financial institutions pursuant to employees Section 5(a)(ii)(B) of the Company on or after the date hereof pursuant to Offering Process Agreement among France Telecom, Deutsche Telekom AG, DT Holdings and the Company’s equity incentive plans , dated as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of February 20, 2001, provided any such options or the vesting of entity agrees to be bound for any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days remaining portion of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-90 day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventabove terms.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ [•] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Notwithstanding the foregoing, written notice need not be provided if such Additional Shares are purchased on the same day as the Closing Date (as defined below). Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Company Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] 19.10 a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ [NUMBER OF ADDITIONAL SHARES] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 45 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company The Fund hereby agrees that, without your the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending [ ] 180 days after the date of the Prospectus relating to the Public OfferingProspectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Shares or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; Shares or (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock]Shares, whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to otherwise or (a3) the sale of file any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to with the prospectus included therein Commission relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company offering of any shares of Common Stock Shares or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued convertible into or issuable in connection with the Company’s stockholders rights planexercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (1x) during the last 17 days of the [ ]-day 180-day restricted period [(x) the Company Fund issues an earnings release or (y) material news or a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”)Fund occurs, or (2y) prior to the expiration of the [ ]-day 180-day restricted period, the Company Fund announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day 180-day period, the restrictions imposed by in this Section 2 clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventmaterial news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Company Each Selling Shareholder hereby agrees agrees, severally and not jointly, to sell to the several UnderwritersUnderwriter the number of Firm Shares set forth in Schedule I hereto, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Selling Shareholder at $[ ] 18.56 a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Datenumber of Firm Shares set forth in Schedule II hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Shareholders agree to sell to the Underwriters Underwriter the Additional Shares, as and to the extent indicated in Schedule I hereto, and the Underwriters Underwriter shall have a one-time the right to purchase, severally and not jointly, up to [ ] 1,500,000 Additional Shares at the Purchase Price. If you; provided, on behalf of however, that the Underwriters, elect amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per Ordinary Share equal to exercise such option, you shall so notify any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Underwriter may exercise this right in writing whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares Additional Shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as earlier than the Closing Date (as defined below) but not earlier than the Closing Date nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. If any Each day, if any, that Additional Shares are to be purchasedpurchased is referred to hereinafter as an “Option Closing Date.” Any such election to purchase Additional Shares shall be made in proportion, with respect to each Underwriter agrees, severally and not jointlySelling Shareholder, to purchase the maximum number of Additional Shares to be sold by the Selling Shareholders as set forth in Schedule I hereto (subject to such adjustments to eliminate fractional shares as you the Underwriter may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.

Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, Company hereby agrees to issue and sell an aggregate of [●] Firm Shares to the several Underwriters, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of (a) $[●]1 per Share with respect to Shares sold to the respective numbers public (the “public purchase price per Share”) and (b) $[●]2 per Share with respect to Shares sold to certain of the Company’s current stockholders set forth on Schedule II hereto, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Datehereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the The Company hereby also agrees to sell to the Underwriters Underwriters, and, upon the Additional Sharesbasis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have a one-time the right for 30 days from the date of the Prospectus to purchase, severally and not jointly, purchase from the Company up to [ [●] Additional Shares at the Purchase Pricepublic purchase price per Share. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. To induce the Underwriters that The option to purchase Additional Shares may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] be exercised at any time within 30 days after the date of the Prospectus relating Prospectus, but no more than once. Notwithstanding anything in this Agreement to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectlycontrary, any shares of [Common Stock] [Preferred Stock] fees or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating expenses paid to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers underwriters with respect to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares sold to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion certain of the Company’s 3½% Convertible Notes due 2033 (current stockholders shall be paid solely for the “Convertible Notes”)benefit of Rxxxxxx Jxxxx & Associates, and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.Inc.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name such Seller at $[ ] $ a share (the “Purchase Price”) plus accrued dividends, if any, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Closing Datenumber of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders, severally and not jointly, hereby agree to sell to the Underwriters the number of Additional SharesShares set forth on Schedule I hereto opposite the name of such Selling Stockholder, and the Underwriters shall have a one-time the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. If you, You may exercise this right on behalf of the Underwriters, elect Underwriters in whole or from time to exercise such option, you shall so notify the Company time in writing part by giving written notice not later than 30 days after the date of this Agreement, which . Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such Each purchase date must be at least one business day after the written notice is given and may not be the same as the Closing Date (as defined below) but not earlier than the Closing Date closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company Each Seller hereby agrees that, without your the prior written consent of Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending [ ] 90 days after the date of the Prospectus relating to (the Public Offering, “Restricted Period)” (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any other securities so owned convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; , (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (32) above is to be settled by delivery of [Common Stock] [Preferred Stock] Stock or such other securities, in cash or otherwise, or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to to: (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (b) transfers of shares of Common Stock or any security convertible into Common Stock (i) to an immediate family member (defined as a person related to a Selling Stockholder by any relationship by blood, marriage, domestic partnership or adoption no more remote than a first cousin) of such Selling Stockholder, (ii) by will, other testamentary document or intestate succession, (iii) to any trust or partnership for the sale direct or indirect benefit of any Shares a Selling Stockholder or an immediate family member of such Selling Stockholder, (iv) if the Selling Stockholder is a trust, to a trustor or beneficiary of the trust, or (v) not involving a change in beneficial ownership; (c) transactions relating to shares of Common Stock or other securities sold to the Underwriters pursuant to this Agreement, ; (bd) transactions relating to shares of [Common Stock] [Preferred Stock] Stock or other securities acquired in open market transactions after the completion of the Public Offeringpublic offering of the Shares; (e) transfers or distributions of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Stockholder, including current partners, members, managers, stockholders or other principals (cor to the estates of any of such persons) of such Selling Stockholder, or transfers or distributions of shares of Common Stock or any security convertible into Common Stock to a person or entity controlled by, controlling or under common control or management with the issuance by Selling Stockholder or to the partners, members, managers, stockholders or other principals of such person or entity (or to the estates of any of such persons); (f) transfers to the Company of shares of [Common Stock] [Preferred Stock] upon Stock or any security convertible into or exercisable for Common Stock in connection with (i) the exercise termination of service of an option employee or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by other service provider pursuant to agreements that provide the Company with an option to repurchase such shares, or (ii) agreements that provide the Company with a right of any post-effective amendments first refusal with respect to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares transfers of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616)such shares; (eg) the issuance by the Company transfers of any shares of Common Stock or any security convertible into Common Stock to the Company in connection with the exercise of options or warrants, including on a “cashless” basis, or for the purpose of satisfying any tax or other rights to employees governmental withholding obligation solely in connection with a transaction exempt from Section 16(b) of the Exchange Act; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that, such plan does not provide for the transfer of Common Stock during the Restricted Period and, other than disclosure in the Prospectus, no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Selling Stockholder or the Company on except if such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; provided that in the case of any transfer or distribution pursuant to clause (a), (b) or (e), (i) each donee, distributee or transferee shall sign and deliver a letter substantially in the form of Exhibit A hereto, and (ii) any such transfer or disposition shall not involve a disposition for value; and provided further that in the case of any transfer or distribution pursuant to clause (a), (b), (d), (e), (f), (g), or (h), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period (other than a Form 5 made when required after the date hereof pursuant to expiration of the Company’s equity incentive plans as described in the Prospectus and Restricted Period); (i) the issuance by the Company of shares of Common Stock upon the exercise of any such options an option or the vesting of any such other rights, warrant or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding vesting of restricted stock units, or the foregoingconversion of a security, if in each case outstanding on the date hereof of which the Underwriters have been advised in writing; (1) during the last 17 days of the [ ]-day restricted period [(xj) the Company issues an earnings release grant or (y) a material event relating to issuance by the Company occurs (including of employee, consultant or director stock options or restricted stock or restricted stock units or Common Stock under stock plans described in the publication Registration Statement, the Time of material news relating Sale Prospectus or Prospectus, provided that in the case of each such grant or issuance, such stock options, restricted stock or restricted stock units shall be subject to the Company’s standard vesting terms and a condition that no filing under Section 16(a) that of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall have been reasonably identified as be required or shall be voluntarily made during the Restricted Period (other than a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to Form 5 made when required after the expiration of the [ ]-day restricted periodRestricted Period); (k) the filing of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan described in the Registration Statement, the Time of Sale Prospectus or Prospectus, or (l) the issuance by the Company of shares of Common Stock in an amount up to 8% of the Company’s outstanding shares of Common Stock in connection with a merger, acquisition, strategic commercial arrangement or other similar transaction, provided that in the case of any transfer or distribution pursuant to this clause (l), each distributee shall sign and deliver a lock-up letter substantially in either the form of Exhibit A. In addition, each Selling Stockholder, agrees that, without the prior written consent of Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co. LLC, together on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. If Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company announces that it will agrees to announce the impending release earnings results during or waiver by a press release substantially in the 16-day period beginning on form of Exhibit B hereto through a major news service at least two business days before the last day effective date of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Eventwaiver.