Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 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 the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:

Agreements to Sell and Purchase. Each Seller, severally The Company and not jointly, 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 such Seller the Company and Selling Stockholders at $[·] a 9.50 per share (the “Purchase Price”) the 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 1,275,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice; 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. You may exercise this right on behalf of the Underwriters in whole or in part from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the 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 5 hereof solely for at the purpose of covering over-allotments made in connection with the offering option of the Firm SharesUnderwriters. On each day, if any, that Additional Shares are to be purchased (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 II hereto III opposite the name of such Underwriter Selling Stockholder bears to the total number of Firm Additional Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities the Xxxxxxxxx LLC on behalf of the Underwriters, it will not, during the period ending 90 sixty (60) days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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 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; , (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common 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. In additionThe restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (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 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, the board Company’s Amended and Restated Stock Incentive Plan, or the issuance by the Company of directors 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 shall notpursuant to plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the prior written consent of each of XxxxxxxCompany’s Amended and Restated Stock Incentive Plan, Xxxxx & Co. and UBS Securities LLC on behalf of or (d) the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among filing by the Company and of a registration statement with the other parties named Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the signature pages theretodate hereof and described in the Time of Sale Prospectus, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”)including, during such 90-day period; provided, however, that commencing on the 46th day of such 90-day periodwithout limitation, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. Company’s Amended and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Restated Stock Incentive Plan.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $[·] a share (the “Purchase Price”) Company the 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $______ a share (the name of such Underwriter bears to the total number of Firm Shares"Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [·] _______________ Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, it will notnot (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 90 180 days after the date of the Prospectus, (i) 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 or any securities convertible into into, or exercisable or exchangeable for Common Stock; (ii) file or caused 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 Stock, or (iiiii) 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 shares of Common Stock, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In addition, The foregoing sentence shall not apply to (A) the board Shares to be sold hereunder or (B) the conversion of directors of the Company shall not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer outstanding preferred stock into shares of Common Stock pursuant to Section 3.1(a) as part of the Stockholders Agreementclosing of this offering, dated as of May 31, 2002, among or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing prior to the date hereof provided that the Company has determined in good faith, and, to the Company's knowledge, after due inquiry, that the person to whom such shares are issued, will not offer, sell, contract to sell or otherwise dispose of such shares in contravention of any lock-up agreement between such person and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Underwriters.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $[·] a share (the “Purchase Price”) Company the 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $______ a share (the name of such Underwriter bears "PURCHASE PRICE"); provided, that Directed Shares sold by the Underwriters to Participants shall be purchased from the Company at a purchase price equal to the total number of Firm SharesPublic Offering Price (as defined in Section 3 below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 345,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. 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 such Seller at $[·•] a share (the “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally Company agrees to issue and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to subscribe for and purchase, severally and not jointly, up to [·•] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice, 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each subscription/purchase date must be at least one business day after the written notice is given and may not be 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 subscribed for and purchased as provided in Section 5 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be subscribed 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company at $[·] a share the purchase Price set forth in Schedule I hereto (the “Purchase Price”) the 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 respective numbers 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] the number of Additional Shares set forth, as applicable, in Schedule I at the Purchase Price as set forth in Schedule I heretoPrice, 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 2 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. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Company at a price per share of $[·] a share ______ (the “Purchase Price”"PURCHASE PRICE") the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Company agrees to issue and sell the Additional Shares (acting severally and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 405,000 Additional Shares from the Company at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticePrice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part on one occasion only, if anyby giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each of The Company hereby agrees and the Company and any successors shall, concurrently with the execution of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees thatthis Agreement, without 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, deliver an agreement executed by (i) each of the directors and officers of the Company; (ii) each stockholder listed on Annex I hereto, pursuant to which each such person agrees, not to offer, pledge, sell, contract to sell, sell grant 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, of any shares of Class A Common Stock or any shares of the Company's Class B Common Stock (the Class A Common Stock and the Class B Common Stock shall hereinafter be collectively referred to as the "COMMON STOCK") or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of the Common Stock or in any securities convertible into other manner transfer all or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any a portion of the economic consequences associated with the ownership of ownership any shares of the Common Stock, whether any such transaction described in clause (i)except to the Underwriters pursuant to this Agreement, (ii) or (iii) above is to be settled by delivery for a period of Common Stock or such other securities, in cash or otherwise. In addition, 180 days after the board of directors date of the Company shall not, Prospectus without the prior written consent of each of XxxxxxxDonaxxxxx, Xxxxx Xxfkxx & Co. and UBS Securities LLC on behalf of Xenrxxxx Xxxurities Corporation. Notwithstanding the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”)foregoing, during such 90-day periodperiod (i) the Company may grant stock options pursuant to the Company's existing stock option plan; (ii) the Company may issue shares of its Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof; and (iii) shares of the Common Stock may be pledged as security for obligations of the holders thereof; provided, however, that commencing on the 46th day of such 90-day period, pledgees also agree to be bound by the board of directors terms and conditions of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:preceding sentence.

Agreements to Sell and Purchase. Each SellerUpon the terms and conditions set forth herein, severally and not jointly, 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 herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[·] a share (the “Purchase Price”) the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis agreements of the representations and warranties Company herein contained in this Agreement, and subject to its all the terms and conditions, the 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 the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as conditions set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”)herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[______] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Company hereby also agrees to sell to the Underwriters, and, upon the basis 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 the right for 30 days from the date of the Prospectus to purchase from the Company up to [_______] Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, 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 on such Option Closing Date by the Underwriter as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. Each of the Company and The option to purchase Additional Shares may be exercised at any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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 time within 30 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:but no more than once.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name at $[·[ ] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion plus accrued dividends, if any, to the 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 SharesClosing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [·[ ] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each Such purchase date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of 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 and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the your 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 ProspectusProspectus relating to the Public Offering, (i1) 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 Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (ii2) 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 Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock Stock] [Preferred Stock] or (iii3) 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 (i1), (ii2) or (iii3) above is to be settled by delivery of [Common Stock Stock] [Preferred Stock] or such other securities, in cash or otherwise. In additionThe 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 board completion of directors 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 shall not, without on or after the prior written consent date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer shares of Common Stock pursuant to Section 3.1(aupon 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 Stockholders Agreement, dated as of May 31, 2002, among [ ]-day restricted period [(x) the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 issues an earnings release or (y) a material event relating to the Stockholders Agreement 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 “Stockholders AgreementMaterial Event”), during such 90-day period; provided, however, that commencing on or (2) prior to the 46th day expiration of such 90-day the [ ]-day restricted period, the board of directors Company announces that it will release earnings results during the 16-day period beginning on the last day of the Company may approve[ ]-day period, without the prior written consent restrictions imposed by this Section 2 shall continue to apply until the expiration of each the 18-day period beginning on the issuance of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person earnings release or a trust, as follows:the occurrence of the Material Event.

Agreements to Sell and Purchase. 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 “Purchase Price”"PURCHASE PRICE") the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally Company agrees to issue and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] ___________ Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx and UBS Securities LLC Warburg on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx and UBS Securities LLC Warburg on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(aas a "Conversion Transfer" (as defined in the Company's certificate of incorporation) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90180-day period; provided. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, however, that commencing (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 outstanding on the 46th day date hereof of which the Underwriters have been advised in writing, (C) the issuance by the Company of options under the Company's stock option plan, and (D) the issuance by the Company of shares of Common Stock in connection with any acquisitions, mergers or strategic investments that the Company enters into, subject to the requirement that parties receiving shares of Common Stock in such 90transactions agree to be bound by the same restrictions as those set forth in the preceding paragraph for the remainder of the 180-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter statedCompany agrees to issue and sell __________ Firm Shares, (ii) each Selling Shareholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Shareholder's name in Schedule II hereto, and (iii) each Underwriter agrees, severally and not jointly, to purchase from such each Seller at a price per share of $[·] a share ______ (the “"Purchase Price”") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total 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 in Schedule I hereto 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 (i) each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Shareholder agrees, severally and not jointly) agree , to sell to the Underwriters the number of Additional SharesShares set forth opposite such Selling Shareholder's name in Schedule __ hereto, and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to [·] an aggregate __________ Additional Shares from such Selling Shareholders at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticePrice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each The Sellers hereby agree, severally and not jointly, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the directors and officers of the Company who is not a Selling Shareholder and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that(ii) each shareholder listed on Annex I hereto, without the prior written consent of pursuant to which each of Xxxxxxxsuch person agrees, 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, (i) not to offer, pledge, sell, contract to sell, sell grant 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, of any shares common stock of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) enter into any swap or other arrangement that transfers to another, in whole such common stock or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of the Common Stock, whether any such transaction described in clause (i)common stock, (ii) or (iii) above is except to be settled by delivery the Underwriters pursuant to this Agreement, for a period of Common Stock or such other securities, in cash or otherwise. In addition, 180 days after the board of directors date of the Company shall not, Prospectus without the prior written consent of each of XxxxxxxDonaxxxxx, Xxxxx Xxfkxx & Co. and UBS Securities LLC on behalf of Xenrxxxx Xxxurities Corporation. Notwithstanding the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”)foregoing, during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of period (i) the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party grant stock options pursuant to the Stockholders Agreement that (1) is not a Selling Shareholder Company's existing stock option plan and (2ii) is the Company may issue shares of its common stock upon the exercise of an option or warrant or the conversion of a natural person or a trust, as follows:security outstanding on the date hereof.

Agreements to Sell and Purchase. 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 $[·] 19.00 a share (the “Purchase Price”) the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On Upon the basis of the representations and warranties contained in herein contained, but subject to the conditions hereinafter stated, each Selling Shareholder severally and not jointly agrees to sell to the several Underwriters the Additional Shares to be sold by such Selling Shareholder according to the terms of this Agreement, and subject to its terms and conditions, the 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 several Underwriters shall have the right to purchase, severally and not jointly, up to [·] 1,500,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each If the number of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused Additional Shares to be filed any registration statement purchased by the several Underwriters 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 accordance with the Commission relating to the offering respective number of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) 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 (i), (ii) or (iii) above is to be settled Additional Shares being offered by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trustas set forth on Schedule I hereto, subject to such adjustments to eliminate fractional shares as follows:you may determine.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 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 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 Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective numbers of Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto under the heading “Number of Borrowed Shares To Be Purchased,” in each case, at the purchase price per share of Common Stock of $[·] a share 59.52 (the “Purchase Price”). (b) the 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 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 Agreementherein contained, and but subject to its terms and conditionsconditions hereinafter stated, the 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 the right to purchasepurchase from the Company, severally and not jointly, up to [·] Additional 1,200,000 Option Shares at the Purchase Price as set forth in Schedule I heretoPrice; 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”). You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Company not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Underwritten Shares. On the basis of the representations, warranties and agreements set forth herein, but subject to the conditions hereinafter stated, the Company hereby agrees to sell to the several Underwriters such number of Option Shares at the Option Purchase Price. On each dayAdditional Closing Date, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company 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 Additional Option Shares to be being purchased on such Option Additional Closing Date as the number of Firm Underwritten Shares set forth in Schedule II 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 aggregate number of Underwritten Shares being purchased by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. (c) If (i) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Closing Date or (ii) this Agreement shall have been terminated pursuant to Section 12 hereof on or prior to the Closing Date (clauses (i) and (ii), together, the “Conditions”), the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed 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 Shares or (B) 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 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 Firm Borrowed Shares. Each of , the Forward Seller will use its commercially reasonable efforts to notify the Company and any successors of no later than 5:00 p.m., New York City time, on the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the second business day 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Closing Date.

Agreements to Sell and Purchase. Each SellerSelling 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 Seller Selling Stockholder at $[·] $ a share (the “Purchase Price”"PURCHASE PRICE") the 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 Selling Stockholder 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Stockholder, severally and not jointly) agree , hereby agrees to sell to the Underwriters the number of Additional SharesShares set forth opposite such Selling Stockholder's name under the column entitled "Number of Additional Shares To Be Sold" in Schedule I hereto, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [·] 186,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date 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. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus each Selling Stockholder hereby agrees agree that, without the prior written consent of each of Xxxxxxx, Xxxxx Morgxx Xxxnxxx & Co. and UBS Securities LLC Xo. Incorporated on behalf of the Underwriters, it they will not, during the period ending 90 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:whole

Agreements to Sell and Purchase. 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 “"Purchase Price”") the 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 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, (i) the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the 375,000 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [·] 375,000 Additional Shares from the Company at the Purchase Price as and (ii) each Selling Shareholder agrees to sell, severally and not jointly, the number of Additional Shares set forth opposite such Selling Shareholder's name under the column entitled "Number of Additional Shares to be Sold" in Schedule I hereto. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Sellers in writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date 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. Each If less than all of the Additional Shares are to be purchased, the number of Additional Shares to be sold by each of the Company and any successors the Selling Shareholders shall be that number of Additional Shares that bears the same proportion to the total number of Firm Shares to be sold by each of the Company resulting from and the proposed holding company reorganization described in the Prospectus Selling Shareholders. Each Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) grants of options and issuances of Common Stock pursuant to employee benefit plans described in the Prospectus. In addition, the board of directors of the Company shall noteach Selling Shareholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, approve it will not, during the period ending 180 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by or any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person security convertible into or a trust, as follows:exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. 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 “Purchase Price”"PURCHASE PRICE") the 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 II 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 600,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; , or (ii) file or caused 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 or (iii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In additionThe foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the board issuance by the Company of directors shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that is described in the Prospectus or of which the Underwriters have been advised in writing, (C) the grant of any stock option or stock purchase right pursuant to the Company's 2004 Stock Incentive Plan or 2004 Employee Stock Purchase Plan and the issuance by the Company of any shares of Common Stock upon the exercise of such stock option or stock purchase right, provided that, prior to the grant of any such stock option or stock purchase right, the Company shall notcause the recipients of such grants to execute and deliver to Xxxxxx Xxxxxxx "lock-up" agreements, each substantially in the form of Exhibit A hereto or (D) the issuance of any shares of Common Stock in connection with acquisition, licensing, collaboration or similar strategic arrangements, provided that, prior to the issuance of any such shares of Common Stock, the Company shall cause the recipients of such shares to execute and deliver to you "lock-up" agreements, each substantially in the form of Exhibit A hereto. Each Selling Stockholder hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, approve it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus (i) 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 pursuant or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares hereunder, (B) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the public offering of the Shares contemplated hereunder or (C) the exercise of options to purchase shares of Common Stock; provided, that, the shares of Common Stock acquired upon exercise of such options remain subject to the provisions of this paragraph. Furthermore, the provisions of this paragraph shall not apply to (1) bona fide gifts of securities, (2) transfers of securities to "affiliates" of the transferor if the transfers do not involve a public distribution or public offering or (3) transfers of participation interests in the Company's securities held by a Selling Stockholder to affiliates of such Selling Stockholder; provided, that: (i) the recipient of any gift described in clause (1) or the transferee of any transfer in clause (2) or (3) agrees in writing as a condition precedent to such transfer to execute and deliver to you "lock-up" agreements, each substantially in the form of Exhibit A hereto; and (ii) in the case of any gift or transfer described in clause (1), (2) or (3), no filing by such Selling Stockholder or any other party to such gift or transfer under Section 3.1(a16(a) of the Stockholders Agreement, dated as Exchange Act shall be required or shall be made voluntarily in connection with such gift or transfer (other than a filing on a Form 5 made after the expiration of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; providedperiod referred to above). In addition, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approveeach Selling Stockholder agrees that, without the prior written consent of each of Xxxxxxx, Sachs Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period commencing on the date hereof and UBS Securities LLCending 90 days after the date of the Prospectus, such transfers requested by make any shareholder party 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 also agrees and consents to the Stockholders Agreement that entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of such Selling Stockholder's shares of Common Stock except in compliance with the foregoing restrictions. The Company and each Selling Stockholder further agree that, notwithstanding the foregoing, if (1) is not a Selling Shareholder and during the last 17 days of the 90-day restricted period described in the three preceding paragraphs, the Company issues an earnings release, or (2) is a natural person or a trustprior to the expiration of such 90-day restricted period, as follows:the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, then the restrictions set forth in the three preceding paragraphs shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Selling Stockholder at $[·] 8.7875 a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total 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. On In addition, the Selling Stockholder hereby grants to the Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties agreements contained in this Agreement, herein and subject to its the terms and conditionsconditions herein set forth, the 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 the right to purchasepurchase from the Selling Stockholder, severally and not jointly, up to [·] Additional all or a portion of the Option Shares at the Purchase Price same purchase price per share to be paid by the Underwriters to the Selling Stockholder for the Firm Shares as set forth in opposite the names of such Underwriters on Schedule I II hereto. You This option may exercise this right on behalf of be exercised by the Underwriters in whole or any time and from time to time in part on or before the thirtieth (30th) day following the date hereof, by giving written notice to the Company and the Selling Stockholder, which notice may be electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of each election Option Shares as to exercise which the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters is being exercised, and the date on which such shares are to be purchased. Each purchase date must be at least one business day after and time when the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Option Shares are to be purchased delivered (an such date and time being herein referred to as the “Option Closing Date”); provided, each Underwriter agreeshowever, severally that the Option Closing Date shall not be earlier than the Closing Date (as defined in Section 5) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. As of the Option Closing Date, the Selling Stockholder will sell to the Underwriters, and not jointlythe Underwriters will purchase, 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 II hereto opposite the name of such Underwriter bears to the total number of Firm SharesOption Shares Notice. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Selling Stockholder hereby agrees that, without the prior written consent of each of Xxxxxxx, B. Xxxxx & Co. and UBS Securities LLC Inc. on behalf of the Underwriters, it will not, during the period ending 90 30 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any other securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities so owned convertible into or exercisable or exchangeable for Common Stock or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common 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 restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (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 outstanding on the date hereof of which the Underwriters have been advised in writing, (c) transactions by the 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, (d) transfers by the Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (e) distributions by the Selling Stockholder of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the Selling Stockholder, (f) the offer or issuance by the Company of shares of Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock in connection with the acquisition of another business, the merger of the Company with or into another company or a similar transaction, provided that, the aggregate number of shares of Common Stock offered or issued pursuant to this clause (f) shall not exceed 7.5% of the total number of outstanding shares of Common Stock issued and outstanding as of the date of this Agreement, or (g) grants or issuances of securities pursuant to awards under the Company’s 2016 Long-Term Incentive Plan, Second Long-Term Incentive Plan, Employee Stock Purchase Plan, 2018 Omnibus Incentive Plan or any other incentive compensation plan of the Company in effect as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that in the case of any transfer or distribution pursuant to clause (d), (e) or (f), (i) each donee, distributee, purchaser or recipient shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were the Selling Stockholder and (ii) 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 in respect of the transfer or distribution during the Restricted Period, (h) the establishment of a trading plan pursuant to Rule 10b5-l 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 filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Selling Stockholder 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, or (i) the negotiation and/or execution of any definitive agreement by the Company in connection with the acquisition of another business, the merger of the Company with or into another company or a similar transaction pursuant to which the Company is, or may be, required to issue any shares of its Common Stock, provided that (i) the consummation of such acquisition, merger or similar transaction is subject to a condition that such acquisition, merger or similar transaction shall be put to a vote of the holders of the Company’s capital stock entitled to vote generally in the election of the Company’s directors and shall be approved by a majority of the votes cast by such holders and (ii) such agreement does not provide for the issuance, transfer or disposition, directly or indirectly, of any shares of Common Stock during the Restricted Period. In addition, the board of directors of the Company shall notSelling Stockholder, agrees that, without the prior written consent of each of Xxxxxxx, B. Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve it will not, during the Restricted Period, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment Noor any security convertible into or exercisable or exchangeable for Common Stock. 1 The Selling Stockholder consents to the Stockholders Agreement (entry of stop transfer instructions with the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on Company’s transfer agent and registrar against the 46th day transfer of such 90-day period, any Shares held by the board of directors of Selling Stockholder except in compliance with the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:foregoing restrictions.

Agreements to Sell and Purchase. 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 “Purchase Price”"PURCHASE PRICE") the 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 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, certain of the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Stockholders agree, severally and not jointly) agree , to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] _______________ Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You Morgan Stanley and J.P. Morgan Securities Inc. ("JPMORGAN") may exercise this right exercixx xxxs xxxxx on behalf of the bexxxx xx xxx Underwriters in whole or from time to time in part by giving written notice executed by each of each election to exercise the option Morgan Stanley and JPMorgan not later than 30 days after the date of this Agreementtxxx Xxrxxxxxx. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Morgan Stanley and UBS Securities LLC JPMorgan on behalf of the Underwriters, it will not, during the period xxxxnx xxx xeriod ending 90 180 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) in the case of the Company 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). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (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 outstanding on the date hereof and disclosed in the Prospectus or of which the Underwriters have been advised in writing, (c) the grant of options to purchase Common Stock or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company or any of its subsidiaries pursuant to equity plans disclosed in the Prospectus, provided that each recipient of any such grant or issuance that could result in such recipient beneficially owning more than 25,000 shares of Common Stock prior to the expiration of 180-day restricted period be bound by a lock-up agreement in the form entered into by the Selling Stockholders in accordance with Section 6(h) hereof, (d) the issuance by the Company of up to 2,000,000 shares of Common Stock, in connection with any acquisition, collaboration or other similar strategic transaction involving the Company or any of its subsidiaries, provided that the recipients thereof execute a lock-up agreement in the form entered into by the Selling Stockholders in accordance with Section 6(h) hereof, (e) 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 Securities Exchange Act of 1934, as amended (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, (f) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (g) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners, members or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (f) or (g), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) 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 in respect of the transfer or distribution during the 180-day restricted period. In addition, the board of directors of the Company shall noteach Selling Stockholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Morgan Stanley and UBS Securities LLC JPMorgan on behalf of the Underwriters, approve it will not, xxxxnx xxx xeriod ending 180 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to Section 3.1(athe 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. Notwithstanding the foregoing, if (1) during the last 17 days of the Stockholders Agreement, dated as of May 31, 2002, among 180-day restricted period the Company and issues an earnings release or material news or a material event relating to the other parties named Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th last day of such 90the 180-day period, the board of directors restrictions imposed by this agreement shall continue (subject, with respect to each Seller (including the Company), to earlier termination in the circumstances described in the proviso to the third paragraph of the Company may approve, without the prior written consent of lock-up agreements entered into by each of Xxxxxxxthe Selling Stockholders in accordance with Section 6(h) hereof) to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Morgan Stanley and JPMorgan of any earnings release, Sachs & Co. news or event thax xxx gxxx xxxe to an extension of the initial 180-day restricted period. In addition, if during the three-day period following any such earnings release or material news or event the Company learns of any research report or public appearance concerning the Company that has been or is to be published or made by one of the representatives of the Underwriters (other than Morgan Stanley or JPMorgan) during such three-day period, then the Comxxxx xhxxx xxxify Morgan Stanley and UBS Securities LLCJPMorgan of such report or appearance promptly, and xx xxy xxxxx by no later than the end of such transfers requested by any shareholder party to three-day period, in accordance with the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:provisions of Section 17.

Agreements to Sell and Purchase. Each Seller(a) Upon the terms set forth herein, severally and not jointly, hereby the Company agrees to issue and sell to the several Underwriters, and each Underwriter, upon Underwriters the Firm Primary Shares. On the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from such Seller at $[·] a share (the “Purchase Price”) Company the respective 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 Primary Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears at a purchase price of $5.64 per share of Common Stock (the “Purchase Price”); provided that, notwithstanding the foregoing, the Purchase Price payable by the Representatives in respect of any Directed Shares to the total number of Firm Sharesextent purchased by Related Parties shall be equal to such public offering price. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Primary Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] the Additional Primary Shares or any portion of the aggregate number of Additional Primary Shares at the Purchase Price as set forth in Schedule I heretoPrice; provided that the amount per share to be paid by the Underwriters for any Additional Primary Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Primary Shares but not payable on such Additional Primary Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Primary Shares to be purchased by the Underwriters and the date on which such shares Additional Primary Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Primary Shares nor later than ten business days after the date of such noticenotice (the last possible purchase date under this Agreement, the “Final Option Purchase Date”); provided, however, that if notice is received prior to the Closing Date, the purchase date will be the Closing Date. Additional Primary Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made sales of Primary Shares in connection with excess of the offering number of the Firm Primary Shares. On each day, if any, that Additional Primary Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Primary 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 Primary Shares to be purchased on such Option Closing Date as the number of Firm Primary Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Primary Shares. (b) Upon the terms set forth herein, and subject to the terms and conditions in the Share Lending Agreement, the Company agrees to deliver to the account specified by the Borrower in exchange for payment of the relevant Loan Fee (as defined in the Share Lending Agreement), and the Borrower agrees to borrow from the Company, from time to time pursuant to one or more Borrowing Notices (in each case when used in this Agreement, as defined in the Share Lending Agreement), the Borrowed Shares specified in such Borrowing Notice, and MS agrees to purchase from the Borrower such Borrowed Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC MS on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the ProspectusProspectus (the “restricted period”), (i) 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 or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; , or (ii) file or caused 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 or (iii) 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 StockStock or such other securities, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or such other securities. In additionThe restrictions contained in the preceding paragraph shall not apply to (i) the Securities to be sold hereunder (including, without limitation, any supplemental Borrowed Shares) or the Notes to be sold under the underwriting agreement dated the date hereof among the Company and the underwriters party thereto; (ii) the entry into, and transactions pursuant to, the board Share Lending Agreement; (iii) issuances of directors shares of Common Stock upon the conversion of shares of, or as paid as a dividend upon, the Notes, the Company’s outstanding 6.00% Convertible Senior Notes due 2017, the Company’s outstanding 3.25% Convertible Senior Notes due 2016, the Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, of the Company shall notor the Exchangeable Shares of MCP Exchangeco Inc.; (iv) issuances of shares of Common Stock, without options, warrants or other equity awards relating to Common Stock pursuant to the prior written consent Molycorp, Inc. 2010 Equity and Performance Incentive Plan, provided that such shares, options, warrants or other equity awards are restricted through the restricted period; (v) issuances of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer shares of Common Stock pursuant to Section 3.1(athe Molycorp, Inc. 2012 Employee Stock Purchase Plan; (vi) in the case of any existing warrant or option to purchase, or other equity award for, shares of Common Stock that is disclosed in the Registration Statement, the Prospectus and the Time of Sale Prospectus, the issuance by the Company of shares of Common Stock upon the exercise or vesting of such warrant, option or equity award, as the case may be; (vii) the filing of a registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to the Common Stock or other equity-based securities issuable pursuant to the Molycorp, Inc. 2010 Equity and Performance Incentive Plan or the Molycorp, Inc. 2012 Employee Stock Purchase Plan; (viii) the filing of a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments thereto, related to the Common Stock or other equity securities of the Stockholders AgreementCompany issuable in connection with any merger, dated as acquisition or other business combination, provided that three (3) days’ advance notice of May 31such filing is provided to MS; (ix) any offer or entry into a contract to sell any shares of Common Stock, 2002options, among the Company and the warrants or other convertible securities relating to Common Stock, in connection with any bona fide merger, acquisition, business combination, joint venture or strategic or commercial relationship, to a third party or group of third parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the each an “Stockholders AgreementM&A Transaction”), during and any public announcement relating to any such 90-day offer or entry into a contract, provided that three (3) days’ advance notice of such announcement is provided to MS; and (x) any issuance of shares of Common Stock, options, warrants or other convertible securities relating to Common Stock, in connection with any M&A Transaction of which the Underwriters have been advised three (3) days in advance, provided that the recipient of such shares of Common Stock, options, warrants or other convertible securities relating to Common Stock so issued shall agree to be bound by the restrictions in the preceding paragraph until the expiration of the restricted period; provided, howeverand provided that the amount of shares of Common Stock, that commencing options, warrants or other convertible securities relating to Common Stock issued in all M&A Transactions in the aggregate do not exceed an amount greater than 15% of the Common Stock outstanding on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:date hereof.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Shareholders, severally and not jointly) , agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·—] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. LLC and UBS Securities LLC Barclays Capital Inc. on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities so owned convertible into or exercisable or exchangeable for Common Stock or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common 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. In additionThe restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock in connection with the restructuring described in the Time of Sale Prospectus; (c) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or vesting of a security outstanding on the date hereof of which the Underwriters have been advised; (d) 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; (e) 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; (f) the sale or issuance of or entry into an agreement by the Company to sell or issue shares of Common Stock (or options, the board warrants or convertible securities relating to shares of directors Common Stock), representing up to five percent of the Company shall nottotal number of shares of issued and outstanding Common Stock immediately following the sale of Shares hereunder, without 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 prior written consent recipients of each such Common Stock or other securities under this clause (f) sign a lock-up letter substantially in the form of XxxxxxxExhibit A hereto; or (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, Xxxxx & Co. provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and UBS Securities LLC (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the UnderwritersSelling Shareholder or the Company regarding the establishment of such plan, approve any 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 Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this 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 news or material event. The Company shall provide Xxxxxx Xxxxxxx & Co. LLC and Barclays Capital Inc. and each individual subject to the Restricted Period pursuant to the lock-up letters described in Section 3.1(a6(m) with prior notice of any such announcement that gives rise to an extension of the Stockholders Agreementinitial Restricted Period. If Xxxxxx Xxxxxxx & Co. LLC and Barclays Capital Inc., dated as agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(n) hereof for an officer or director of May 31, 2002, among the Company and provide the other parties named on Company with notice of the signature pages thereto, as amended by Amendment No. 1 to impending release or waiver at least three business days before the Stockholders Agreement (effective date of the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day periodrelease or waiver, the board Company agrees to announce the impending release or waiver by a press release substantially in the form of directors Exhibit B hereto through a major news service at least two business days before the effective date of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person release or a trust, as follows:waiver.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Company hereby agrees to issue and sell 15,000,000 Shares to the several UnderwritersUnderwriters at a price of $8.595 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, agrees, severally and not jointly, to purchase from such Seller the Company at $[·] a share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representatives 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 II hereto opposite the name of such Underwriter bears set forth in Schedule I annexed hereto. Moreover, the Company hereby agrees to issue and sell up to 2,250,000 Additional Shares to the total number of Underwriters at the Purchase Price less an amount per share equal to any cash dividend declared and payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. On , 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 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 the right (but not the obligation) to purchase, severally and not jointly, up to [·] the Additional Shares at the Purchase Price as set forth in Schedule I heretoless an amount per share equal to any cash dividend declared and payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I annexed hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting each Seller, severally and not jointly) agree , agrees to sell to the Underwriters the portion of the Additional SharesShares shown on Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] • Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of Seller and the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Company, as applicable, hereby agrees agree that, without the prior written consent of each of Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx,” and together with Xxxxxx Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the “Representatives”) on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i1) 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 or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; , (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) publicly announce the intent to do any of the foregoing, or (4) 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 restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (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 outstanding on the date hereof of which the Underwriters have been advised in writing, (c) 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 in effect on the date hereof, (d) the filing of a registration statement with the Commission on Form S-3 (if available, or Form S-1, if unavailable) relating to the offering of securities issued in connection with the Company’s acquisition of iArchives, Inc. in October 2010, provided that such registration statement shall not be so filed prior to January 1, 2011, (e) 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 the Exchange Act (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day restricted period) 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, (f) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (g) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; or (h) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Stockholder, including limited partners, members, or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (f) through (h), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) no filing under 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 90-day restricted period, (iii) each party (transferor, transferee, donor or donee) shall not be required by law (including without limitation the disclosure requirements of the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day restricted period) and (iv) the undersigned notifies the Representatives at least three business days prior to the proposed transfer or disposition, or (i) the sale of shares of Common Stock under a trading plan pursuant to Rule 10b5-1(c) under the Exchange Act in existence prior to November 1, 2010, (j) the establishment of a trading plan pursuant to Rule 10b5-1(c) under the Exchange Act for the transfer of shares of Common Stock, provided that the Company shall prevent the transfer of Common Stock during the 90-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 undersigned or the Company. In addition, the board of directors of the Company shall noteach Selling Stockholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Representatives on behalf of the Underwriters, approve it will not, during the period ending 90 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to Section 3.1(athe 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. Notwithstanding the foregoing, if (1) during the last 17 days of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period; provided, however, the Company announces that commencing it will release earnings results during the 16-day period beginning on the 46th last day of such the 90-day period, the board of directors restrictions imposed by this 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 news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may approve, without give rise to an extension of the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:initial 90-day restricted period.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Company hereby agrees to sell to the several Underwriters, and each Underwriterthe Underwriters, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreesagree to purchase, severally and not jointly, to purchase from such Seller at $[·] a share (the “Purchase Price”) the 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 Company the number of Firm Shares set forth in Schedule II hereto opposite the name of such Each Underwriter bears to the total number of Firm Shareson Schedule I hereof at $[ ] per share (“PURCHASE PRICE”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, from the Company up to [·] the number of Additional Shares set forth opposite the name of Each Underwriter on Schedule II hereof at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of If the Underwriters in whole or from time to time in part by giving written notice of each election elect to exercise such option, the option Underwriters shall so notify the Company in writing not later than 30 [ ] (___) days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten [___] (_) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, the day that Additional Shares are to be purchased (an the “Option Closing DateOPTION 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 Underwriters 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 II A hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, which may not be unreasonably withheld, it will not, directly or indirectly, during the period ending 90 days after commencing on the date of the Prospectushereof and ending [ ] days hereafter, (i) 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, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, The foregoing sentence shall not apply to (A) the board sale to the Underwriters of directors of the Company shall not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer share of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as (B) any issuance of May 31shares of Common Stock, 2002options, among the Company and the or other parties named on the signature pages theretosecurities or rights pursuant to any employee or director compensation, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”)option, during such 90-day period; providedsavings, howeverbenefit, that commencing on the 46th day of such 90-day period, the board of directors dividend reinvestment or other plan of the Company may approveexisting as of the date of the Agreement, without (C) any issuances upon exercise, conversion or exchange of any securities or obligations outstanding on the prior written consent date of each of Xxxxxxxthe Agreement, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2D) is a natural person additional issuances of securities through privately negotiated transactions that may or a trustmay not involve an underwriter, as follows:whether or not registered with the Commission, aggregating not more than $[ ] million in gross sales price.

Agreements to Sell and Purchase. Each SellerSelling 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 Seller Selling Shareholder at $[·●] a share (the “Purchase Price”) the 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 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·●] Additional Shares at the Purchase Price as 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. 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 Seller, at $[·a purchase price of US$[ ] a share per ADS (the “Purchase Price”) ), the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by such Seller as the number of Firm Shares ADSs set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·[ ] Additional Shares ADSs at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:ADSs.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The 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 such the Seller at $[·] $ a share (the “Purchase Price”) the 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 the Seller as the number of Firm Shares set forth in Schedule II 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days (or fewer if agreed to by the Company and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”)) after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx and UBS Securities LLC Barclays Capital Inc. on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i1) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any other securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities so owned convertible into or exercisable or exchangeable for Common Stock or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, 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 registration statements on Form S-8 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the board terms of directors which have been disclosed in the Time of Sale Prospectus or the Prospectus. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (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 outstanding on the date hereof, provided that such option, warrant or security is identified in the Time of Sale Prospectus or the Prospectus, (c) the issuance by the Company of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), provided that such Company Stock Plans are described in the Time of Sale Prospectus or the Prospectus, (d) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement and (e) the entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (d) and (e), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (d) and (e) shall notnot exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement; and provided further, that any such securities issued pursuant thereto shall be subject to transfer restrictions substantially similar to those set forth in the lock-up letter described in Section 6(f) hereof, and the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx and UBS Securities LLC Barclays Capital Inc. on behalf of the Underwriters. Notwithstanding the foregoing, approve any transfer of Common Stock pursuant to Section 3.1(aif (1) during the last 17 days of the Stockholders Agreement, dated as of May 31, 2002, among 180-day restricted period the Company and issues an earnings release or material news or a material event relating to the other parties named Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th last day of such 90the 180-day period, the board restrictions imposed by this agreement shall continue to apply until the expiration of directors the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxx and Barclays Capital Inc. of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. Until , 2012, the Company further agrees to notify the Underwriters on, or prior to, the date on which the Company is no longer an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act If Xxxxxx Xxxxxxx and Barclays Capital Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(f) hereof for an officer or director of the Company may approveand 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, without the prior written consent Company agrees to announce the impending release or waiver by a press release substantially in the form of each Exhibit B hereto through a major news service at least two business days before the effective date of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person release or a trust, as follows:waiver.

Agreements to Sell and Purchase. Each SellerThe 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 such Seller the Company and each Selling Stockholder at $[·] a share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you 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 II hereto opposite the name of such Underwriter bears to the total 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 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 the right (but not the obligation) to purchase, severally and not jointly, up to [·] the Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each Selling Stockholder agrees to comply with the terms and conditions of the Company “lock-up”’ agreement that it has previously entered into and any successors of delivered to the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Managers on behalf of the Underwriters, it will not, during the period ending 90 days after or before the date hereof, which “lock-up” agreement was executed in substantially the form of Exhibit D hereto. Each Selling Stockholder agrees to advise the ProspectusManagers promptly, (i) offerand if requested by the Managers, pledgeconfirm such advice in writing, 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 so long as delivery of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission a prospectus relating to the offering of any shares of Common Stock Shares by an underwriter or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in partdealer may be required under the Securities Act, any of change in information contained in the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In additionRegistration Statement, the board Time of directors of Sale Prospectus or the Company shall 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 Prospectus that relates to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Stockholder.

Agreements to Sell and Purchase. Each SellerSelling 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 Seller Selling Stockholder at $[·] ______ a share (the “"Purchase Price”") the 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 Selling Stockholder 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the 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 as set forth in Schedule I heretoPrice. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify each Selling Stockholder in writing at least three business days in advance of the option Option Closing Date and not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date 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. Each of the Company and any successors of 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 resulting from the proposed holding company reorganization described in the Prospectus and France Telecom, hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co., Xxxxxx Xxxxxxx & Co. Incorporated and UBS Securities Warburg LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering shares of any shares series of Common Stock or any securities convertible into or exercisable or exchangeable for FON Common Stock or (iiiii) 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, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of FON Common Stock or such other securities, in cash or otherwise. In additionThe foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any transaction pursuant to any employee or director benefit plan in effect on the board of directors date of the Company shall notProspectus or the registration of any such transaction, without the prior written consent (C) issuances of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer 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 Company rights plan in effect on the date of the Prospectus, (E) issuances of FON Common Stock or securities convertible into or exchangeable for FON Common Stock in connection with acquisitions, or mergers or in connection with strategic or other significant investments, provided that in each case set forth in this clause (E) the 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 are publicly traded need not so agree) or (F) transfers by either Selling Stockholder of Common Stock to one or a limited number of special purpose vehicles or other financial intermediaries or financial institutions pursuant to Section 3.1(a5(a)(ii)(B) of the Stockholders AgreementOffering Process Agreement among France Telecom, Deutsche Telekom AG, DT Holdings and the Company, dated as of May 31February 20, 20022001, among the Company and the other parties named provided any such entity agrees to be bound for any remaining portion of such 90 day period on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:above terms.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[·] a share (the “Purchase Price”) Company the number respective numbers 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 Securities set forth in Schedule II hereto opposite its name at the name purchase prices set forth in Schedule I hereto (in the case of such Underwriter bears to the total number of Firm Shares, the “Purchase Price,” and in the case of the Pre-Funded Warrants, the “Warrant Purchase Price”); provided that an aggregate of 9,677,419 Pre-Funded Warrants (the “Indication of Interest Securities”) proposed to be sold by the Underwriters to entities affiliated with the Company’s 5% stockholders affiliated with its directors (the “Indication of Interest Purchasers”) shall be purchased at the Public Offering Price per Warrant. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] the number of Additional Shares at the Purchase Price as set forth in Schedule I heretohereto 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. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 aggregate number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company at $[·—] a share (the “Purchase Price”) the 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 II 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·—] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice; 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Representatives on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (i) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities so owned convertible into or exercisable or exchangeable for Common Stock or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) 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. In additionThe restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) the board of directors of issuance by the Company shall notof shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, without (iii) the prior written consent issuance by the Company of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer shares or options to purchase shares of Common Stock pursuant to Section 3.1(athe Company’s equity plans disclosed in the Time of Sale Prospectus, (iv) the filing by the Company of a registration statement on Form S-8 or a successor form thereto or (v) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the Stockholders Agreementsecurities, dated as business, property or other assets of May 31another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, 2002and the issuance of any such securities pursuant to any such agreement; provided that in the case of clause (v), among the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (v) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement and all recipients of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock shall enter into a “lock-up” agreement substantially in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(h) hereof for an officer or director of the Company and provides the other parties named on Company with notice of the signature pages thereto, as amended by Amendment No. 1 to impending release or waiver at least three business days before the Stockholders Agreement (effective date of the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day periodrelease or waiver, the board Company agrees to announce the impending release or waiver by a press release substantially in the form of directors Exhibit B hereto through a major news service at least two business days before the effective date of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person release or a trust, as follows:waiver.

Agreements to Sell and Purchase. Each Seller, severally and not jointlyjointly (and not solidarily, nor jointly and severally), 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 jointlyjointly (and not solidarily, nor jointly and severally), to purchase from such Seller at $[·] a share the purchase Price set forth in Schedule I-A hereto (the “Purchase Price”) the 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 respective numbers 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 Sellers (other than the CDPQ Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointlyShareholder) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointlyjointly (and not solidarily, nor jointly and severally), up to [·] the number of Additional Shares set forth, as applicable, in Schedule I-A and Schedule I-B hereto at the Purchase Price as set forth in Schedule I heretoPrice, 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this AgreementClosing Date. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 3 hereof solely for the purpose of covering over-allotments made sales of Subordinate Voting Shares in connection with excess of the offering number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointlyjointly (and not solidarily, nor jointly and severally), 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. 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 “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representatives 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·•] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice, 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. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $[·] a share (the “Purchase Price”) Company the 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 respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $______ a share (the name of such Underwriter bears to the total number of Firm Shares"Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters up to ____ Additional Shares, the Selling Shareholder agrees to sell to the Underwriters up to 75,000 Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [·] _______________ Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Sellers in writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, Seller agrees to purchase sell to the Underwriters in the aggregate 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 as the maximum of Additional Shares to be sold by such Option Closing Date Seller bears to [insert maximum number of Additional Shares], and each Underwriter agrees, severally and not jointly, to purchase from each Seller 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 from such Seller as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (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 outstanding on the date hereof of which the Underwriters have been advised in writing or (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 offering of the Shares. In addition, the board of directors of the Company shall notSelling Shareholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, approve he will not, during the period ending 180 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by or any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person security convertible into or a trust, as follows:exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Each SellerSubject to such adjustments as you may determine in order to avoid fractional shares, severally the Company hereby agrees, subject to all the terms and not jointlyconditions set forth herein, hereby agrees to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders 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 such Seller the Company, at a purchase price of $[·] a share ______ per Share (the “Purchase Price”) the 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 "purchase price per share"), the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears in Schedule II hereto. The Selling Stockholders listed in Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the total number of Firm Shares. On Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the 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 the right to purchase, severally and not jointly, up to [·] Additional Shares at purchase from the Purchase Price as set forth Selling Stockholders listed in Schedule I hereto. You , at the purchase price per share, pursuant to an option (the "over-allotment option") which may exercise this right on behalf of the Underwriters in whole or be exercised at any time and from time to time in part by giving written notice of each election prior to exercise 9:00 P.M., New York City time, on the option not later than 30 days 30th day after the date of this Agreement. Any exercise notice the Prospectus (or, if such 30th day shall specify be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 540,000 Additional Shares from the Selling Stockholders listed on Schedule I hereto (the maximum number of Additional Shares which each of them agrees to be purchased sell upon the exercise by the Underwriters and of the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice over-allotment option is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticeset forth opposite their respective names in Schedule I). Additional Shares may be purchased as provided in Section 5 hereof solely only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that The number of Additional Shares are which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be purchased (an “Option Closing Date”)provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused Shares to be filed any registration statement with sold by 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 (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Company.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $[·] a share (the “Purchase Price”) Company the 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 respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the name of such Underwriter bears purchase price set forth in Schedule I hereto (the “Purchase Price”), provided, that with respect to the total number of Firm 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] the number of Additional Shares at the Purchase Price as set forth in Schedule I heretohereto 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreementthe 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to each of 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 Seller, at a purchase price of $[·] a 63.8175 per share (the “Purchase Price”) ), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears equal to the same proportion to product of (i) the number of Firm Shares to be sold by such Seller (as set forth in the first paragraph of this Agreement) multiplied by (ii) a fraction, the numerator of which is the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to Underwriter, and the denominator of which is 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting each Seller, severally and not jointly) agree , further agrees to sell to the several Underwriters the Additional SharesShares set forth for such Seller in the second paragraph of this Agreement, and the Underwriters shall have the right to purchasepurchase from such Seller, severally and not jointly, up to [·] the number of Additional Shares at the Purchase Price as set forth in Schedule I heretoII hereto at a price per share equal to the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Prospectus. If you exercise this Agreementright for less than all of the Additional Shares, then such Additional Shares shall be purchased first from the Company up to the maximum number of Additional Shares set forth for the Company in the second paragraph of this Agreement before any Additional Shares shall be purchased from the Selling Shareholder. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 this Section 5 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from each Seller in the priority described above 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 Seller on such Option Closing Date 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. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at a price of $[·] a 9.1665 per share (the “Purchase Price”) the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 450,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the next succeeding business day. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 the preamble hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company, at $US$[·•] a share per ADS (the “Purchase Price”) ), the number respective numbers 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 Securities set forth opposite their respective names in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesI hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional SharesOptional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional from the Company the Optional Securities in the form of American Depositary Shares at the Purchase Price as and in the respective numbers of Optional Securities set forth opposite the name of each such Underwriter in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Optional Securities to be purchased by the Underwriters and the date on which such shares Optional Securities are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Optional Securities may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. On each day, if any, that Additional Shares Optional Securities are to be purchased (an “Option Optional Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Optional Securities to be purchased on such Option Optional Closing Date as the number of Firm Shares Securities set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Securities.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 II 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Company/each Seller, severally and not jointly) agree ,] agrees to sell to the Underwriters the [portion of the] Additional SharesShares [shown on Schedule I hereto], and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, that without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. Incorporated and UBS X.X. Xxxxxx Securities LLC (together, the “Managers”) on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; , (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common 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. In additionThe restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the board issuance by the Company of directors shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (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 in effect on the date hereof and described in the Time of Sale Prospectus, (d) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Time of Sale Prospectus or (e) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable for Common Stock in connection with any (i) mergers, (ii) acquisition of securities, businesses, property or other assets, (iii) joint ventures, (iv) strategic alliances, (v) partnerships with experts or other talent to develop or provide content, (vi) equipment leasing arrangements or (vii) debt financing; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf not exceed 5% of the Underwriterstotal number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, approve any transfer that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to Section 3.1(athis clause (e) shall execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the Stockholders Agreement, dated as of May 31, 2002, among 180-day restricted period the Company and issues an earnings release or material news or a material event relating to the other parties named Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th last day of such 90the 180-day period, the board of directors restrictions imposed by this 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 news or material event. The Company shall promptly notify the Managers of any earnings release, news or event that may approve, without give rise to an extension of the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:initial 180-day restricted period.

Agreements to Sell and Purchase. Each SellerThe Company hereby agrees to issue and sell [●] Firm Shares, and each Selling Stockholder, severally and not jointly, hereby agrees to sell the number of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule II 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 and subject to the conditions hereinafter statedset forth herein, agrees, severally and not jointly, to purchase from such Seller the Company and each Selling Stockholder, at $[·] a share (the “Purchase Price”) the 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 II hereto opposite the name of such Underwriter bears set forth in Schedule I hereto. Moreover, each Selling Stockholder, severally and not jointly, hereby agrees to sell the number of Additional Shares set forth opposite such Selling Stockholder’s name in Schedule II hereto, to the total number of Firm Shares. On 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 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 the right (but not the obligation) to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as Price, up to the total number of Additional Shares set forth opposite the name of such Underwriter set forth in Schedule I hereto. You The Representatives may exercise this right to purchase Additional Shares on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to such exercise the option not later than 30 days after the date of this Agreementhereof. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the date on which such written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of on which such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareswritten notice is given. On each day, if any, that Additional Shares are to be purchased (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 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused Shares 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named purchased on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Closing Date.

Agreements to Sell and Purchase. 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 “Purchase Price”a) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares Forward Sellers (acting 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 Underwriters the Additional SharesUnderwriters, and the Underwriters each Underwriter shall have the right to purchase, severally and not jointly, from the Forward Sellers (with respect to the Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective number of Underwritten Shares set forth in Schedule I hereto opposite its name at $28.0575 per share (the “Purchase Price”). (b) In addition, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Forward Sellers (with respect to the Borrowed Additional Shares) and the Company (with respect to any Company Top-Up Additional Shares), severally and not jointly, grant the Underwriters the right to purchase, severally and not jointly, from the Forward Sellers (with respect to the Borrowed Additional Shares) and the Company (with respect to any Company Top-Up Additional Shares) up to [·] 9,000,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice; 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 Underwritten Shares but not payable on such Additional Shares (the “Option Purchase Price”). You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Company, the Forward Sellers and the Forward Purchasers not later than 30 days after the date of this Agreement. Any 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. Each purchase date purchased (an “Option Closing Date”); provided that such Option Closing Date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Underwritten Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “such Option Closing Date”), (A) 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Underwritten Shares. Each ; and (B) each Forward Seller’s obligation to sell such Additional Shares extends solely to the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Borrowed Underwritten Shares set forth in Schedule I hereto opposite the name of such Forward Seller bears to the total number of Borrowed Underwritten Shares. (c) If (i) any of the representations and warranties of the Company or the Operating Partnership contained in Section 1 hereof or any certificate delivered by the Company or the Operating Partnership pursuant hereto are not true and correct as of the Closing Date or any successors Option Closing Date, as the case may be, as if made as of the Closing Date or such Option Closing Date, (ii) the Company or the Operating Partnership has not performed all of the obligations required to be performed by them 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 hereof have not been satisfied on or prior to the Closing Date or such Option Closing Date, (iv) this Agreement shall have been terminated pursuant to Section 11 hereof 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 Section 3 of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Date or such Option Closing Date or (vi) any of the representations and warranties of the Company resulting from the proposed holding company reorganization described contained in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Forward Sale Agreements are not true and UBS Securities LLC on behalf correct as of the Underwriters, it will not, during the period ending 90 days after the date hereof or as of the Prospectus, Closing Date or such Option Closing Date as if made as of the Closing Date or such Option Closing Date (clauses (i) offerthrough (vi), pledgetogether, sellthe “Conditions”), contract then the applicable Forward Seller, in its sole discretion, may elect not to sellborrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, sell any option in the event that (A) a Forward Seller (or contract its affiliate) is unable through commercially reasonable efforts to purchaseborrow and deliver for sale a number of shares of Common Stock equal to the number of Borrowed Shares to be sold by it hereunder to establish its commercially reasonable hedge position, 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 (B) in a Forward Purchaser’s commercially reasonable judgement there exists a lack of sufficient liquidity in the shares of Common Stock or it is impracticable to so borrow and deliver for sale using commercially reasonable efforts, or (C) a Forward Seller (or its affiliate) would incur a stock loan cost of more than 200 basis points per annum with respect to all or any securities convertible into or exercisable or exchangeable portion of such shares to do so, then, in each case, such Forward Seller shall only be required to deliver for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating sale to the offering Underwriters on the Closing Date or any Option Closing Date, as the case may be, the aggregate number of any shares of Common Stock that such Forward Seller (or any securities convertible into its affiliate) is able to so borrow in connection with establishing its hedge position at or exercisable or exchangeable for Common Stock or below such cost. (iiid) enter into any swap or other arrangement that transfers to another, in whole or in part, If any of the economic consequences of ownership of the Common StockForward Sellers elect, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a3(c) hereof, 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 notify the Company no later than 5:00 p.m., New York City time, on the business day prior to the Closing Date or such Option Closing Date. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Company Shares prior to the business day following notice to the Company of the Stockholders Agreement, dated as relevant number of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”Shares so deliverable in accordance with this Section 3(d), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. 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 “Purchase Price”"PURCHASE PRICE") the 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 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 Selling Shareholders designated Stockholders named in Part B of 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 the a one-time right to purchase, severally and not jointly, up to [·] 600,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company and the Selling Stockholders in writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date 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. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; Stock (ii) file PROVIDED that such shares or caused securities are either now owned by such Seller or are hereafter acquired prior to be filed any registration statement or in connection 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 described herein) or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence 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 outstanding on the date hereof of which the Underwriters have been advised in writing. In addition, the board of directors of the Company shall noteach Selling Stockholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, approve it will not, during the period ending 90 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by or any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person security convertible into or a trust, as follows:exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Each Seller(i) On the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, each Forward Seller and the Company (with respect to any Shares sold pursuant to Section 12 hereof), 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 each Forward Seller and the Company (with respect to any Shares sold pursuant to Section 12 hereof) the respective numbers of Firm Shares set forth opposite its name in Schedule II-A hereto at $[·] a share the purchase price set forth in Schedule I hereto (the “Purchase Price”). (ii) the 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 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 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 The Underwriters shall have the right to purchase, pursuant to clause (A) or clause (B) below, as applicable, severally and not jointly, up to [·] the number of Additional Shares at the Purchase Price as set forth in Schedule I heretohereto at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such Additional Shares (such reduced Purchase Price, the “Option Purchase Price”). You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 thirty (30) days after the date of this Agreementthe Prospectus. 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 purchasedpurchased (the “Option Closing Date”). Each purchase date The Option Closing Date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Following delivery of an exercise notice: (A) The Company may, in its sole judgment, within one business day after such notice is given, execute and deliver to the applicable Forward Seller an additional forward agreement in the form attached hereto as Annex B with each Forward Counterparty (each such agreement, an “Additional Forward Agreement”) with respect to a number of Additional Shares which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Additional Forward Shares set forth opposite the name of such Forward Counterparty’s affiliated Forward Seller in Schedule II-B bears to the total number of Additional Forward Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine). Upon execution and delivery of an Additional Forward Agreement, the applicable Forward Counterparty shall promptly execute and deliver such Additional Forward Agreement to the Company, and upon such execution and delivery, and on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, the affiliated Forward Seller and the Company (with respect to any Shares sold pursuant to Section 12 hereof), severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from such Forward Seller and the Company (with respect to any Shares sold pursuant to Section 12 hereof) such Additional Shares at the Option Purchase Price. (B) To the extent the Company does not timely execute and deliver one or both of the Additional Forward Agreements pursuant clause (A) above, then 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 several Underwriters the number of Additional Shares underlying the Additional Forward Sale Agreement(s) that were not so executed and delivered, and each Underwriter, agrees, severally and not jointly, to purchase from the Company such number of Additional Shares at the Option Purchase Price. (iii) Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “the Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company or the Forward Sellers, as applicable, 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 opposite its name in Schedule II II-A hereto opposite the name of (or such Underwriter number increased as set forth in Section 11 hereof) bears to the total number of Firm Shares. Each . (b) If all of the Company and any successors conditions to effectiveness set forth in Section 3 of the Company resulting from Forward Agreements are not satisfied on or prior to the proposed holding company reorganization described Closing Date, each Forward Seller, individually, in its sole judgment, may choose not to borrow and deliver for sale the Firm Shares. In addition, in the Prospectus hereby agrees event that, without in the prior written consent commercially reasonable judgment of each of Xxxxxxxa Forward Counterparty, Xxxxx & Co. its affiliated Forward Seller is unable to borrow and UBS Securities LLC on behalf deliver for sale under this Agreement all of the UnderwritersFirm Shares deliverable by such Forward Seller or if, it will notin such Forward Counterparty’s commercially reasonable judgment, during its affiliated Forward Seller would entail a stock loan cost in excess of a rate equal to 200 basis points per annum, then such Forward Seller shall only be required to deliver for sale the period ending 90 days after the date aggregate number of the Prospectus, (i) 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 that such Forward Seller is able to so borrow at or any securities convertible below such cost. (c) To the extent that the Company has entered into or exercisable or exchangeable for Common Stock; an Additional Forward Agreement with a Forward Counterparty pursuant to Section 3(a)(ii)(A), if (i) the representations and warranties of the Company contained in Section 1 hereto are not true and correct as of the Option Closing Date, (ii) file or caused the Company has not performed all of the additional obligations required to be filed any registration statement with the Commission relating performed by it under this Agreement on or prior to the offering Option Closing Date and (iii) the conditions set forth in Section 6 hereto have not been satisfied (clauses (i)–(iii), together, the “Option Conditions”), then the affiliated Forward Seller, in its sole judgment, may choose not to borrow and deliver for sale the Additional Shares underlying such Additional Forward Agreement. In addition, in the event that, in the commercially reasonable judgment of any such Forward Counterparty, its affiliated Forward Seller is unable to borrow and deliver for sale under this Agreement all of the Additional Shares underlying such Additional Forward Agreement or if, in such Forward Counterparty’s commercially reasonable judgment, its affiliated Forward Seller would entail a stock loan cost in excess of a rate equal to 200 basis points per annum, then such Forward Seller shall only be required to deliver for sale the aggregate number of shares of Common Stock that such Forward Seller is able to so borrow at or any securities convertible into or exercisable or exchangeable for Common Stock or below such cost. (iiid) 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 If a Forward Seller (i) does not, pursuant to Section 3(b), borrow and deliver for sale the total number of Firm Shares set forth opposite its name in Schedule I hereto or (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the board of directors of extent that its affiliated Forward Counterparty has entered into an Additional Forward Agreement with the Company shall 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 Section 3.1(a) 3(a)(ii)(A), does not, pursuant to Section 3(c), borrow and deliver for sale the total number of the Stockholders Additional Shares underlying such Additional Forward Agreement, dated as of May 31, 2002, among the Forward Seller will use its commercially reasonable efforts to notify the Company and the other parties named no later than 5:00 p.m., New York City time, on the signature pages theretofirst business day prior to the Closing Date or the Option Closing Date, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company case may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:be.

Agreements to Sell and Purchase. Each Sellerof the Sellers, severally and not jointly, hereby agrees agree 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 “Purchase Price”) Sellers the 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 respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at $___a share (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Shareholder, severally and not jointly) agree , agrees to sell to the Underwriters the Additional ___shares of Optional Shares, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional ___Optional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any shares to be sold upon the partial exercise of this right shall be sold ratably by the Selling Shareholders. Any exercise notice shall specify the number of Additional Optional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Optional Shares may be purchased as provided in this Section 5 hereof 3 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Optional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Optional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Optional Shares to be purchased on such Option Closing Date 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. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company at a price of $[·] a share · per ADS (the “Purchase Price”) the 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 ADSs set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] · Additional Shares ADSs at the Purchase Price as set forth in Schedule I heretoPrice. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the next succeeding business day. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares ADSs are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (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 ADSs 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:ADSs.

Agreements to Sell and Purchase. (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 conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[·] a share per American Depositary Share (the “Purchase Price”) the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. II-B. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) other than Mr. Xxx Xxxx agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the . (i) The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. and UBS Securities LLC on behalf of the UnderwritersInternational plc, it will not, during the period ending 90 days after the date of the Prospectus, (i1) 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, American Depositary Shares beneficially owned (as such term is used in Rule 13d-3 of Common Stock the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; (ii) file Ordinary Shares or caused 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 American Depositary Shares or (iii2) 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 StockOrdinary Shares or American Depositary Shares, whether any such transaction described in clause (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock Ordinary Shares, American Depositary Shares or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any Ordinary Shares, American Depositary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or American Depositary Shares. In additionThe restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares or the American Depositary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (iii) the grant by the Company of options under its stock option plans or the issuance by the Company of Ordinary Shares or American Depositary Shares upon the exercise of such options or pursuant to its employee stock purchase plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the board of directors Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed by this 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 news or material event. The Company shall notpromptly notify Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. International plc of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period. (ii) Additionally, the Company agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. and UBS Securities LLC on behalf International plc, it will not waive any lock-up provisions of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among agreements between the Company and any of its stockholders or release any of its stockholders from lock-up agreements between the other parties named on the signature pages thereto, as amended by Amendment No. 1 Company and such stockholders prior to the Stockholders Agreement (expiration of the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day terms of such 90lock-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person up provisions or a trust, as follows:agreements.

Agreements to Sell and Purchase. Each Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, 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, Underwriter agrees, severally and not jointly, to purchase from such Seller at $[·[ ] a share (the “Purchase Price”) the 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 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Stockholder, severally and not jointly) agree , agrees to sell to the Underwriters the portion of the Additional SharesShares shown on Schedule II hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] the Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Company and the Selling Stockholders not later than 30 days after the date of this Agreement. 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. Each Without the consent of the Selling Stockholders, each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated (“Xxxxxx Xxxxxxx”), on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, otherwise or (3) file any registration statement with the board Commission relating to the offering of directors of the Company shall not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer 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). The restrictions contained in the preceding paragraph shall not apply to (a)the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof that is disclosed in the Prospectus, or (c) the issuance of any options pursuant to Section 3.1(aany stock or option plan described in the Prospectus or the issuance of any Common Stock upon the exercise of such options. Notwithstanding the foregoing, if (1) during the last 17 days of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period; provided, however, the Company announces that commencing it will release earnings results during the 16-day period beginning on the 46th last day of such the 90-day period, the board of directors restrictions imposed by the 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 news or material event. The Company shall promptly notify Xxxxxx Xxxxxxx of any earnings release, news or event that may approvegive rise to an extension of the initial 90-day restricted period. The Underwriters hereby release the Selling Stockholders from the restrictions contained in the applicable “lock-up” agreements delivered on or about April 15, without 2009, by and between some of the prior written consent of Underwriters and each of Xxxxxxxthe Selling Stockholders, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party with respect to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trustFirm Shares and, as follows:if applicable, the Additional Shares to be sold by them pursuant to this Agreement.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 conditions hereinafter stated, the Fund hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from such Seller at $[·] a share (the “Purchase Price”) Fund the 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 respective number of Firm Shares set forth in Schedule I hereto opposite its name at the purchase price per Firm Share set forth in Schedule II hereto opposite (the name of such Underwriter bears to the total number of Firm Shares. “Purchase Price”). (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Fund agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 1,150,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoparagraph (a) above. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Fund not later than 30 thirty (30) days after the date of this Agreement. Any exercise notice shall specify the total number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares nor not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayOption Closing Date, if any, that Additional Shares are to be purchased (an “Option Closing Date”)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 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 II I hereto opposite the name of such Underwriter bears to the total aggregate number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Company hereby agrees to issue and sell [•] Shares 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, agrees, severally and not jointly, to purchase from such Seller the Company at $[·] a share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representatives 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 II hereto opposite the name of such Underwriter bears set forth in Schedule I hereto. Moreover, the Company hereby agrees to issue and sell up to [•] Additional Shares to the total number of Firm Shares. On 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 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 the right (but not the obligation) to purchase, severally and not jointly, up to [·] the Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. 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 “Purchase Price”"PURCHASE PRICE") the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Company Additional Shares, and each Selling Stockholder agrees to sell to the Underwriters the number of Additional Shares set forth with respect to such Selling Stockholder on Schedule I hereto, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [·] _______________ Additional Shares Shares, at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 as the total number of Additional Shares to be purchased on such Option Closing Date (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. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (idefined below) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is but not a Selling Shareholder and (2) is a natural person or a trust, as follows:earlier

Agreements to Sell and Purchase. Each Seller, 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 $US$[·•] a share per ADS (the “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by such Seller as the number of Firm Shares ADSs set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company and certain Selling Shareholders designated listed in Schedule I hereto as selling Additional Shares (acting II hereto, severally and not jointly) , agree to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·•] Additional Shares ADSs at the Purchase Price as set forth in Schedule I heretoPrice. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 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. On each day, if any, that Additional Shares ADSs are to be purchased (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 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:ADSs.

Agreements to Sell and Purchase. 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 “"Purchase Price”") the 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 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 Selling Shareholders designated in Schedule I hereto as selling Company agrees to sell to the Underwriters the Company Additional Shares and certain Selling Stockholders (acting severally and not jointlythe "Option Stockholders") agree to sell to the Underwriters the number of Additional SharesShares set forth with respect to such Selling Stockholder on Schedule I hereto, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [·] 600,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)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 on such Option Closing Date 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. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (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 outstanding on the date hereof which is described in the Prospectus or of which the Underwriters have otherwise been advised in writing, (C) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's employee benefit plans as in existence on the date of this Agreement, (D) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock in connection with the acquisition of AnyTime Access, Inc. by the Company or (E) 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 offering of the Shares. In addition, the board of directors of the Company shall noteach Selling Stockholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, approve it will not, during the period ending 90 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant to Section 3.1(a) or any security convertible into or exercisable or exchangeable for Common Stock. The Company hereby represents and warrants that, during the period ending 90 days after the date of the Stockholders AgreementProspectus, dated as it will not release any of May 31its officers, 2002directors or other stockholders, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors including stockholders of the Company may approveby virtue of the acquisition of AnyTime Access, Inc., from any lock-up agreements currently existing or hereafter effected without the prior written consent of each of Xxxxxxx, Sachs Xxxxxx Xxxxxxx & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Incorporated.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the ------------------------------- representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Company at a price per share of $[·] a share ______ (the “"Purchase Price”") the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Selling Shareholders designated in Schedule I hereto as selling Company agrees to issue and sell up to an aggregate of ________ Additional Shares and (acting severally and not jointlyii) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] an aggregate of ________ Additional Shares from the Company at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticePrice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part at any time, if anybut not more than once, that by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each The Company hereby agrees, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the directors and officers of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that(ii) each stockholder listed on Annex I hereto, without the prior written consent of pursuant to which each of Xxxxxxxsuch person agrees, 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, (i) not to offer, pledge, sell, contract to sell, sell grant 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, of any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of such Common Stock or in any securities convertible into other manner transfer all or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any a portion of the economic consequences of associated with the ownership of the any such Common Stock, whether any such transaction described in clause (i)except to the Underwriters pursuant to this Agreement, (ii) or (iii) above is to be settled by delivery for a period of Common Stock or such other securities, in cash or otherwise. In addition, 180 days after the board of directors date of the Company shall not, Prospectus without the prior written consent of each of XxxxxxxXxxxxxxxx, Xxxxx Xxxxxx & Co. and UBS Xxxxxxxx Securities LLC on behalf of Corporation. Notwithstanding the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”)foregoing, during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of period (i) the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party grant stock options pursuant to the Stockholders Agreement that (1) is not a Selling Shareholder Company's existing stock option plan and (2ii) the Company may issue shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof. The Company hereby confirms its engagement of DLJ as, and DLJ hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter," within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Shares. DLJ, solely in its capacity as qualified independent underwriter and not otherwise, is a natural person or a trustreferred to herein as the "QIU." As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $5,000 on the Closing Date. The price at which the Shares will be sold to the public shall not be higher than the maximum price recommended by DLJ acting as follows:QIU.

Agreements to Sell and Purchase. 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 herein stated, agrees, severally and not jointly, to purchase from such Seller at $[·] ______ a share (the “Purchase Price”) the 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 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Shareholder, severally and not jointly) agree , agrees to sell to the Underwriters the Additional SharesShares to be sold by such Selling Shareholder as described below, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 3,225,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each On each Option Closing Date, each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters the respective number of Additional Shares obtained by multiplying the Company and any successors number of the Company resulting from the proposed holding company reorganization described Shares specified in the Prospectus exercise notice by a fraction (a) the numerator of which is the number of Shares set forth next to such Selling Shareholder’s name under “Number of Additional Shares to Be Sold” on Schedule I hereto in the case of each Selling Shareholder and (b) the denominator of which is the total number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine). Each Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the ProspectusProspectus (or such later date specified in the second succeeding paragraph), (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; , (ii) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (other than registration statement(s) on Form S-8 to register securities for issuance pursuant to the Company’s 2004 Omnibus Stock Plan described in the Prospectus) or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the board of directors of the Company shall noteach Selling Shareholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, approve it will not, during the period ending 180 days after the date of the Prospectus (or such later date specified in the second succeeding paragraph), make any transfer 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. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (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 outstanding on the date hereof of which the Underwriters have been advised in writing, provided that each recipient of such shares during the restricted period referred to in the immediately preceding paragraph shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (C) the issuance by the Company of shares or options to purchase shares of the Common Stock, pursuant solely to the Company’s 2004 Omnibus Stock Plan described in the Prospectus, provided that each recipient of such shares, or of shares issued upon exercise of such options, during the restrictive period referred to in the immediately preceding paragraph, shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (D) the issuance by the Company of shares of Common Stock, in exchange for the membership interests of Church & Commerce, LLC and two airplanes owned by Wyoming Associates, Inc. as described in the Prospectus under the caption “Certain Relationships and Related Party Transactions”, provided that each recipient of such shares shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (E) transactions by any person other than the Company or Selling Shareholders relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (F) the establishment of a trading plan pursuant to Section 3.1(aRule 10b5-1 under the Exchange Act, provided that no sales or other transfers occur under such plan during the restricted period referred to in the immediately preceding paragraph, (G) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or for no consideration, (H) transfers of shares of Common Stock to any trust for the direct or indirect benefit of the Stockholders AgreementSelling Shareholder or an immediate family of the Selling Shareholder or from any trust to a beneficiary of such trust, dated as (I) transfers of May 31shares of Common Stock if the Selling Shareholder is a corporation, 2002partnership, among limited liability company, association or other entity, the Company and Selling Shareholder may transfer the other parties named shares of Common Stock held by the Selling Shareholder to any of its (w) stockholders, (x) subsidiaries, (y) affiliates or (z) in the case of a partnership, any of the partners of such partnership or any of the partners of the general partner of such partnership or (J) transfers of shares of Common Stock with the prior written consent of Xxxxxx Xxxxxxx on behalf of the signature pages thereto, as amended by Amendment No. 1 Underwriters; provided that (i) in the case of any transfer pursuant to the Stockholders Agreement clause (the “Stockholders Agreement”G), during (H) or (I), in each case each donee, recipient or transferee shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto and; (ii) in the case of any transfer pursuant to clause (H) or (I), in each case such 90-day period; providedtransfer shall not involve a disposition for value. In addition, howevereach Selling Shareholder, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approveagrees that, without the prior written consent of each Xxxxxx Xxxxxxx on behalf of Xxxxxxxthe Underwriters, Sachs & Co. and UBS Securities LLCit will not, such transfers requested by during the period ending 180 days after the date of the Prospectus, make any shareholder party demand for, or exercise any right with respect to the Stockholders Agreement that registration of any shares of Common Stock or any security convertible into Common Stock. Notwithstanding the foregoing, if (1) is not during the last 17 days of the 180 day restricted period the Company issues an earnings release or material news or a Selling Shareholder and material event relating to the Company occurs, or (2) is a natural person prior to the expiration of the 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 180 day period, the restrictions imposed above shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or a trust, as follows:the occurrence of the material news or material event.

Agreements to Sell and Purchase. Each SellerSelling Stockholder, severally and not jointly, hereby agrees to sell the number of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, to the several UnderwritersUnderwriter at a price of $24.34 per share (the “Purchase Price”), and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agreeshereby agrees to purchase from each Selling Stockholder at the Purchase Price the Firm Shares. Moreover, each Selling Stockholder, severally and not jointly, hereby agrees to purchase from such Seller at $[·] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion sell up to the number of Firm Shares to be sold by such Seller as the number of Firm Additional Shares set forth opposite such Selling Stockholder’s name in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On Underwriter at the Purchase Price, and the Underwriter, 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 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 the right (but not the obligation) to purchase, severally and not jointly, purchase up to [·] the Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Underwriter may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Each day, if any, that Additional Shares are to be purchased (shall be referred to herein as an “Option Closing Date”).” Each Selling Stockholder agrees to advise the Underwriter promptly, each Underwriter agreesand if requested by the Underwriter, severally and not jointlyconfirm such advice in writing, to purchase the number so long as delivery 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission a prospectus relating to the offering of any shares of Common Stock Shares by an underwriter or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in partdealer may be required under the Securities Act, any of change in information contained in the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In additionRegistration Statement, the board Time of directors of Sale Prospectus or the Company shall 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 Prospectus that relates to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Stockholder.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Company hereby agrees to issue and 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 “Purchase Price”) Company the number respective principal amounts 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 Securities set forth in Schedule II hereto opposite its name at a purchase price of $24.2125 per Security (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] the Additional Shares Securities or any portion of the aggregate principal amount of Additional Securities at the Purchase Price as set forth in Schedule I heretoPrice. You The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Company not later than 30 days after the date of this Agreement, provided that this right may be exercised solely to cover over-allotments made in connection with the offering. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares may ; provided, however, that if notice is received prior to the Closing Date, the purchase date will be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesClosing Date. On each day, if any, that Additional Shares Securities are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you the Manager may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number principal amount of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Securities.

Agreements to Sell and Purchase. Each SellerThe 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 such Seller the Company and each Selling Stockholder at $[·] a share (the “Purchase Price”) Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you 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 II hereto opposite the name of such Underwriter bears to the total 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 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 the right (but not the obligation) to purchase, severally and not jointly, up to [·] the Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Selling Stockholder hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Managers on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; , (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common 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) publicly announce an intention to effect any transaction specified in clause (1), (2) or (3). The restrictions contained in the preceding paragraph 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, (d) transfers by a Selling Stockholder by will or intestate succession to the Selling Stockholder’s family or to a trust, the beneficiaries of which are exclusively the Selling Stockholder or members of the Selling Stockholder’s family, (e) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder, or (f) transfers by a Selling Stockholder that is not a natural person to any entity that is directly or indirectly controlled by, or is under common control with, such Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (c), (d), (e) or (f), (i) each donee, transferee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) 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 in respect of the transfer or distribution during the 180-day restricted period. In addition, the board of directors of the Company shall noteach Selling Stockholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Managers on behalf of the Underwriters, approve it will not, during the period ending 180 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to Section 3.1(athe 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. Notwithstanding the foregoing, if (1) during the last 17 days of the Stockholders Agreement, dated as of May 31, 2002, among 180-day restricted period the Company and issues an earnings release or material news or a material event relating to the other parties named Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th last day of such 90the 180-day period, the board of directors restrictions imposed by this 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 news or material event, unless waived by Xxxxx. The Company shall promptly notify the Underwriters and the Selling Stockholders of any earnings release, news or event that may approvegive rise to an extension of the initial 180-day restricted period. Each Selling Stockholder agrees to advise the Managers promptly, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers if requested by any shareholder party the Managers, confirm such advice in writing, so long as delivery of a prospectus relating to the Stockholders Agreement Shares by an underwriter or dealer may be required under the Securities Act, any change in information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus that (1) is not a relates to such Selling Shareholder and (2) is a natural person or a trust, as follows:Stockholder.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein containedcontained in this Agreement, but subject to the conditions hereinafter statedits terms and conditions, agrees, severally and not jointly, to purchase from such Seller the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[·] $ a share (the “Purchase Price”) the 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 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 but subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Company not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two (2) business day days after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx and UBS Securities LLC Xxxxxx Brothers Inc. (“Xxxxxx Brothers”) on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 Stock; or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, The foregoing sentence shall not apply to (A) the board sale of directors Shares to be sold hereunder and the sale of shares of the Company’s Convertible Perpetual Preferred Stock (the “Preferred Stock”) to the underwriters in the concurrent offering pursuant to the Registration Statement or (B) issuances of shares of the Company’s common stock (x) upon conversion, redemption exchange or otherwise pursuant to the terms of the Preferred Stock or the terms of our Series B common stock or (y) in connection with the special Series B common stock dividends (as such term is defined in the Prospectus) or (C) the issuance by the Company shall notof shares of common stock upon the exercise of an option, or a warrant or a similar security or the conversion of a security outstanding on the date hereof and reflected in the Prospectus or (D) the grants by the Company of options or stock under its benefit plans described in the Prospectus or (E) the issuance by the Company of shares of Common Stock in connection with the acquisition of, or a merger with, another company, provided that the recipient of such shares agrees in writing with the Underwriters in an agreement in the form substantially identical to Exhibit D hereto, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, grant any option, right or warrant to purchase, lend, or otherwise transfer, directly or indirectly, any such shares or options during such 180-day period without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx and UBS Securities LLC Xxxxxx Brothers on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon (a) On the basis of the representations representations, warranties and warranties herein containedcovenants contained in this Agreement, but and subject to the terms and conditions hereinafter statedcontained herein, agreesthe Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from such Seller the Company, the principal amount of Firm Notes set forth opposite its name as set forth on Schedule A hereto at $[·] a share purchase price equal to 97% of the principal amount thereof (the “"Purchase Price”"). (b) the 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 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, (i) the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally Company agrees to issue and not jointly) agree to sell to the Underwriters the Additional Shares, Notes and (ii) the Underwriters Initial Purchasers shall have a right, but not the right obligation, to purchase, severally and not jointly, up to [·] the Additional Shares Notes, from the Company at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticePrice. Additional Shares Notes may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection connections with the offering Offering of the Firm SharesNotes. On each dayThe Initial Purchasers may exercise their right to purchase Additional Notes at one time in whole or in part by giving written notice thereof to the Company at any time within 30 days after the date of this Agreement. Donaxxxxx, if anyXxfkxx & Xenrxxxx Xxxurities Corporation shall give any such notice on behalf of the Initial Purchasers and such notice shall specify the aggregate principal amount of Additional Notes to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares Notes are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesInitial Purchaser, severally and not jointly, agrees to purchase from the number Company the principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that Notes which bears the same proportion to the total number principal amount of Additional Shares Notes to be purchased on such Option Closing Date from the Company as the number principal amount of Firm Shares Notes set forth in Schedule II hereto opposite the name of such Underwriter Initial Purchaser in Schedule A bears to the total number principal amount of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Notes.

Agreements to Sell and Purchase. Each SellerSelling 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 Seller Selling Shareholder at $[·] $ a share (the “Purchase Price”) the 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 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Shareholder, severally and not jointly) agree , agrees to sell to the Underwriters up to the amount of Additional SharesShares set forth opposite such Selling Shareholder’s name in Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] an aggregate of 1,200,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option to the Custodian not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters from each Selling Shareholder and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus each Selling Shareholder hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the ProspectusProspectus in the case of the Company and during the period ending 180 days after the date of the Prospectus in the case of each Selling Shareholder, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (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 outstanding on the date hereof, (C) the issuance by the Company of shares of Common Stock pursuant to the Company’s 1998 Employee Stock Purchase Plan or the grant by the Company of stock options or other awards pursuant to the Company’s other employee benefit plans existing on the date of the Prospectus, provided that such options or awards do not vest during such 90-day period, (D) the issuance by the Company of up to 1,000,000 shares of Common Stock in connection with acquisitions of assets or businesses in which Common Stock is issued as consideration, provided that the recipient of such Common Stock furnish to Xxxxxx Xxxxxxx & Co. Incorporated a letter substantially in the form of Exhibit A hereto with respect to the period between the date of any such issuance and the date 90 days after the date of the Prospectus, (E) the bona fide gift by a Selling Shareholder of shares of Common Stock or transfers by a Selling Shareholder to any trust for the direct or indirect benefit of such Selling Shareholder or the immediate family of such Selling Shareholder, provided that in each case the recipient of such Common Stock or the trustee of such trust, as the case may be, furnish to Xxxxxx Xxxxxxx & Co. Incorporated a letter substantially in the form of Exhibit A hereto with respect to the period between the date of any such transfer and the date 180 days after the date of the Prospectus, or (F) 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 offering of the Shares. For the purposes hereof, “immediate family” shall mean any relationship by blood or marriage or adoption, not more remote than first cousin. In addition, the board of directors of the Company shall noteach Selling Shareholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, approve it will not, during the period ending 180 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by or any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person security convertible into or a trust, as follows:exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Each SellerOn the basis of the representations and warranties contained in this Agreement, severally and not jointlysubject to its terms and conditions, the Company hereby agrees to sell issue and sell, and the Selling Shareholder 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 the Company and the Selling Shareholder the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $US$[·•] a share (the “Purchase Price”) the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm SharesPrice”)1. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Shareholder agrees to sell sell, to the Underwriters the Additional Shares, and the Underwriters shall have the right option to purchase, severally and not jointly, up to [·•] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice, 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. You may exercise this right on behalf of the Underwriters option in whole or from time to time in part on a maximum of two occasions by giving written notice of each election to exercise the option Company and the Selling Shareholder not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date Closing Date (as defined in Section 5) for the Firm Shares nor later than ten business days after the date of such noticenotice (unless such date is in the agreement of the Company, the Selling Shareholder and the Underwriters). Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Shares.2

Agreements to Sell and Purchase. 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 “Purchase Price”"PURCHASE PRICE") the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 150,000 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (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 outstanding on the date hereof of which the Underwriters have been advised in writing, (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 offering of the Shares, (D) transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock to a family member of the Selling Shareholder or trust created for the benefit of the Selling Shareholder or a family member of the Selling Shareholder, (E) transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock to an affiliate of the Selling Shareholder, (F) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, (G) issuances of shares of Common Stock pursuant to the Company's employee benefit plans in effect on the date hereof, (H) issuances in connection with the merger with or acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity and the related entry into a merger or acquisition agreement with respect to such merger or acquisition, provided that in the case of any transfer or distribution pursuant to clause (D), (E) or (H), (i) each transferee agrees to be bound by the terms of this and the immediately preceding paragraph and (ii) no filing by any party (transferee or transferor) under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 90-day period referred to above). In addition, the board of directors of the Company shall notSelling Shareholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. and UBS Securities LLC Incorporated on behalf of the Underwriters, approve it will not, during the period ending 90 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by or any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person security convertible into or a trust, as follows:exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[·[ 🌑 ] a share (the “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting each Seller, severally and not joint jointly) agree , agrees to sell to the Underwriters that number of Additional Shares set forth in Schedule II hereto opposite the Additional Sharesname of such Seller, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·[ 🌑 ] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $[·] a share (the “Purchase Price”) Company the 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 respective number of Firm Shares set forth in Schedule II I hereto opposite its name at $ - a share (the name of such Underwriter bears to the total number of Firm Shares"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting each Seller, severally and not jointly) agree , agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as from the Company up to - Additional Shares and from each Selling Stockholder up to the number of Additional Shares set forth in opposite his or her name on Schedule I II hereto. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 thirty (30) days after the date of this Agreement. Any exercise , 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. Each purchase Such date must may be at least one business day after the written notice is given and may same as the -8- 10 Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase from each Seller 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each In the event such option is exercised for less than all of the Company and any successors Additional Shares, the Additional Shares to be purchased shall be purchased first from the Selling Stockholders, pro rata on the basis of the Company resulting respective numbers of shares set forth opposite the names of the Selling Stockholders in Schedule II (subject to such adjustments to eliminate fractional shares as you may determine), and then, to the extent more than ________ Additional Shares are to be purchased, from the proposed holding company reorganization described in the Prospectus Company. The Company hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on Morgxx Xxxnxxx xx behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iiiii) 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 (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In additionThe foregoing sentence shall not apply to: (A) the Shares to be sold hereunder; (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 outstanding on the date hereof that is disclosed in the Prospectus or of which the Underwriters have been advised in writing; (C) the issuance by the Company of shares of Common Stock, or options or warrants exercisable therefor, in connection with an acquisition of assets or stock of another company or in connection with the board of directors sale of the Company shall notpursuant to a merger, without sale of stock or otherwise or (D) the prior written consent grant of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer shares of Common Stock pursuant or an option to Section 3.1(a) purchase Common Stock, or the issuance of shares of Common Stock upon exercise of options, under the Stockholders Agreementstock plans described in the Prospectus, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on prior to the 46th day issuance of any shares of Common Stock as contemplated by clause (C) or (D), including shares of Common Stock to be issued upon exercises of options or warrants contemplated by either of such 90-day periodclauses, the board recipient of directors of the Company may approve, without the such shares executes and delivers to you on or prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not date of such issuance a Selling Shareholder and (2) is a natural person or a trust, as follows:"lock-up" agreement in the form of Exhibit A-2 hereto.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Company agrees to sell to the Underwriters the Company Additional Shares and certain Selling Stockholders (acting severally and not jointlythe “Option Stockholders”) agree to sell to the Underwriters the number of Additional SharesShares set forth opposite such Selling Stockholders’ names on Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 1,131,091 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You Xxxxxx Xxxxxxx may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 Xxxxxx Xxxxxxx 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each In the event of a partial exercise of the over-allotment option, the Option Stockholders shall sell, severally and not jointly, Additional Shares to the Underwriters prior to the sale of any Company Additional Shares and any successors ratably in proportion to the maximum number of Additional Shares that may be sold by the Option Stockholders to the Underwriters hereunder, and the Company resulting from shall sell the proposed holding company reorganization described in Company Additional Shares to the Prospectus Underwriters only after the sale of all Additional Shares by the Option Stockholders. Each Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, otherwise or (3) file any registration statement with the board Commission relating to the offering of directors of the Company shall not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer shares of Common Stock pursuant or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to Section 3.1(a(a) of the Stockholders AgreementShares to be sold hereunder, dated as of May 31, 2002, among (b) the issuance by the Company and of shares of Common Stock upon the other parties named exercise of an option or warrant or the conversion of a security outstanding on the signature pages theretodate hereof, as amended by Amendment No. 1 to which are disclosed in the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Prospectus,

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Selling Stockholder hereby agrees to sell to the several Underwriters[several] Underwriter[s], and each [the/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 the Selling Stockholder at $[·Price] a share (the “Purchase Price”) the 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 the Selling Stockholder as the number of Firm Shares set forth in Schedule II 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Stockholder agrees to sell to the Underwriters Underwriter[s] the Additional Shares, and the Underwriters Underwriter[s] shall have the right to purchase[, severally and not jointly], up to [·Number of Shares] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice, provided, however, that the amount paid by the Underwriter[s] 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. You may exercise this right [on behalf of the Underwriters Underwriters] in whole or from time to time in part by giving written notice of each election to exercise the option Company and the Selling Stockholder not later than 30 days after the date of this Agreement; provided that the Underwriter[s] may not exercise such right more than two times in such 30-day period. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter[s] and the date on which such shares are to be purchased. Each Unless otherwise agreed among the Underwriter[s], the Selling Stockholder and the Company, (1) for any such written notice provided before the closing date for the Firm Shares, the purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor and (2) for any such written notice provided after the closing date for the Firm Shares, the purchase date must be at least three business days after the written notice is given and, in each case, not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each [the/each] Underwriter agrees[, severally and not jointly, ,] to purchase the number of Additional Shares (subject [as set forth in the written notice specified above.]1/[(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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Shares.]2 The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each [the Underwriter/[Name of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters]], it will not, during the period ending 90 30 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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 Company or any other securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities so owned convertible into or exercisable or exchangeable for Common Stock or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, otherwise or (3) file any registration statement with the board Commission relating to the offering of directors of the Company shall not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer shares of Common Stock pursuant or any securities convertible into or exercisable or exchangeable for Common Stock or otherwise publicly announce any intention to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by enter into any shareholder party to the Stockholders Agreement that transaction described in clause (1) is not a Selling Shareholder and or (2) is a natural person or a trust, as follows:above.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $[·] a share (the “Purchase Price”) Company the number respective numbers 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 ADSs set forth in Schedule II hereto opposite its name at $[•] an ADS (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company hereby agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·•] Additional Shares ADSs at the Purchase Price as set forth in Schedule I heretoPrice. You No dividends shall be declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in this Section 5 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (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 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:ADSs.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 Participating Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·—] Additional Shares at from the Purchase Price Participating Selling Stockholders, in the respective amounts as 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each On each Option Closing Date, each Participating Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters, the respective number of Additional Shares obtained by multiplying the Company and any successors number of the Company resulting from the proposed holding company reorganization described Additional Shares specified in the Prospectus exercise notice by a fraction, (a) the numerator of which is the number of Shares set forth next to each Participating Selling Stockholder’s name under “Number of Additional Shares to be Sold” on Schedule I hereto and (b) the denominator of which is the maximum number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be sold by the Participating Selling Stockholders. The Company hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. Incorporated and UBS Deutsche Bank Securities LLC Inc. on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common 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 restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, (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 outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance of any option or security issuable under the Company’s 2000 Stock Plan, 2010 Stock Incentive Plan or 2010 Employee Stock Purchase Plan (collectively, the “Equity 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 90 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 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 Significant 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 90 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 it 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. In additionThe restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, the board of directors of the Company shall not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer (b) transactions by a Significant Selling Stockholder relating to shares of Common Stock pursuant to or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 3.1(a16(a) of the Stockholders AgreementExchange 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, dated (c) transfers by a Significant Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (d) distributions by a Significant Selling Stockholder of May 31shares of Common Stock or any security convertible into Common Stock to affiliates, 2002subsidiaries, among limited partners, general partners, members or stockholders of the Company and the other parties named on the signature pages theretoSignificant Selling Stockholder, as amended (e) transfers of shares of Common Stock or any security convertible into or exchangeable for Common Stock by Amendment No. 1 will or intestate succession to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party undersigned’s immediate family or to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:the beneficiaries of which are exclusively the Significant Selling Stockholder or members of the Significant Selling Stockholder’s immediate family; provided that

Agreements to Sell and Purchase. Each SellerSelling 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 Seller the Selling Shareholder at $[·] a share the purchase Price set forth in Schedule I-A hereto (the “Purchase Price”) the 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 respective numbers 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Shareholder agrees, severally and not jointly) agree , to sell to the Underwriters the Additional Shares, and the Underwriters shall have 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 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. 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 I-B hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 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. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller the Company at a price of $[·[ ] a per share (the “Purchase Price”) the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·[ ] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the next succeeding business day. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice; provided, however, that solely with respect to an Additional Share exercise notice that is delivered prior to the Initial Closing Date (as defined below), the related purchase date must be at least one business day after the written notice is given. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. (a) Each SellerSeller agrees, 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 Seller, at $a price of US$[·—] a share per ADS (the “Purchase Price”) ), the number of Firm Shares ADSs (subject to such adjustments adjustment to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by such Seller as the number of Firm Shares ADSs set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. ADSs. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) Sellers agree to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·—] Additional Shares ADSs at the Purchase Price as set forth in Schedule I heretoPrice. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Company and the Selling Shareholders not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares ADSs are to be purchased (an “Option Closing Date”), each Seller agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from such Seller that portion of the number of Additional Shares ADSs as to which such right shall have been exercised (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total determined by multiplying such number of Additional Shares to be purchased on such Option Closing Date as ADSs by a fraction, the numerator of which is the maximum number of Firm Shares Additional ADSs which such Underwriter is entitled to purchase as set forth in Schedule II hereto opposite the name of such Underwriter bears to in Schedule I hereto and the total denominator of which is the maximum number of Firm Shares. Each Additional ADSs that all of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) offer, pledge, sell, contract Underwriters are entitled 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:hereunder.

Agreements to Sell and Purchase. Each SellerSelling 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 Seller each Selling Shareholder at $[·] a 58.8862 per share (the “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Ventures agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 629,599 Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) and Xxxxx and Company, LLC (“Cowen”) may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx and UBS Securities LLC Cowen on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, otherwise or (3) file any registration statement with the board Commission relating to the offering of directors of the Company shall not, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (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 outstanding on the date hereof of which the Underwriters have been advised in writing or that is described in the Time of Sale Prospectus, (c) the grant of options or the issuance of shares of Common Stock to employees, officers, directors, advisors or consultants pursuant to Section 3.1(aany employee benefit plan described in the Prospectus or (d) the filing of any registration statement on Form S-8 in respect of any employee benefit plan described in the Prospectus. Notwithstanding the foregoing, if (i) during the last 17 days of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the 90-day restricted period; provided, however, the Company announces that commencing it will release earnings results during the 16-day period beginning on the 46th last day of such the 90-day period, the board of directors restrictions imposed by this 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 news or material event. The Company shall promptly notify Xxxxxx Xxxxxxx and Cowen of any earnings release, news or event that may approve, without give rise to an extension of the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:initial 90-day restricted period.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 Institutional Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Shareholders, each severally and not jointly) , agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, from the Institutional Selling Shareholders, up to [·] the number of Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each The number of Additional Shares to be purchased from each Institutional Selling Shareholder by the Company and any successors Underwriters, collectively, pursuant to an exercise notice shall equal the number of the Company resulting Additional Shares to be purchased from the proposed holding company reorganization described in Institutional Selling Shareholders, collectively, pursuant to the Prospectus exercise notice multiplied by the fraction obtained by dividing (i) the number opposite such Institutional Selling Shareholder’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 Company hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 180 days after the date of the Prospectus, (i1) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities so owned convertible into or exercisable or exchangeable for Common Stock or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. In additionThe restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, including the registration thereof as contemplated by this Agreement, (b) any issuances or transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with the Corporate Reorganization, (c) the issuance by the Company of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or issuances or transfers in accordance with the terms of any stock incentive, compensation, employee stock purchase or similar plans in effect or approved by the Company’s board of directors of on the Closing Date (including any transfer to the Company for the purpose of satisfying the exercise price and/or tax withholding obligations upon such exercise or conversion, which shall notinclude “cashless” exercise programs), without of which the prior written consent Underwriters have been advised in writing, (d) the filing by the Company of each a registration statement with the Commission on Form S-8 or other appropriate form relating to the offering of Xxxxxxxsecurities by the Company pursuant to terms of any stock incentive, Xxxxx & Co. compensation, employee stock purchase or similar plans in effect or approved by the Company’s board of directors on the Closing Date and UBS Securities LLC as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (e) the filing of a registration statement on behalf of Form F-4 or other appropriate form with respect to the Underwriters, approve any transfer issuance by the Company of Common Stock or securities convertible or exercisable or exchangeable for Common Stock in connection with an acquisition or business combination (or the entering into of an acquisition agreement or other offer or contract to sell with respect thereto), (f) the issuance by the Company of Common Stock or securities convertible or exercisable or exchangeable for Common Stock in connection with bona fide mergers, amalgamations or acquisitions, joint ventures, commercial relationships or other strategic transactions or (g) the issuance by the Company of securities convertible into or exercisable or exchangeable for Common Stock in connection with the hiring of new employees provided that such securities cannot be so converted, exercised or exchanged within the 180-day restricted period; provided that in the case of issuances pursuant to Section 3.1(aclauses (e) and (f), the total aggregate number of shares issued pursuant to such clauses shall not exceed ten percent (10%) of the Stockholders Agreementtotal shares of Common Stock outstanding immediately following the Closing Date and each recipient of such shares pursuant to such clauses shall sign and deliver to the Representatives the lock-up letter described in Section 6(g) hereof. Notwithstanding the foregoing, dated as if (1) during the last 17 days of May 31, 2002, among the 180-day restricted period the Company and issues an earnings release or material news or a material event relating to the other parties named Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th last day of such 90-the 180 day period, the board restrictions imposed by this Section 3 shall continue to apply until the expiration of directors the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives, in writing, waive such extension. 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. 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(g) hereof for an officer or director of the Company may approveand 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, without the prior written consent Company agrees to announce the impending release or waiver by a press release substantially in the form of each Exhibit B hereto through a major news service at least two business days before the effective date of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person release or a trust, as follows:waiver.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 and the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have 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 as set forth in Schedule I heretoPrice, 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each On each Option Closing Date, each Seller, severally and not jointly, agrees to sell to the Underwriters, the respective number of Additional Shares obtained by multiplying the number of Additional Shares specified in the exercise notice by a fraction, (a) the numerator of which is the number of Shares set forth in this paragraph as the maximum number of Additional Shares to be sold by the Company, in the case of the Company Company, and any successors the number of the Company resulting from the proposed holding company reorganization described Shares set forth next to each Selling Stockholder’s name under “Number of Additional Shares to be Sold” on Schedule I hereto, in the Prospectus case of each Selling Stockholder, and (b) the denominator of which is the maximum number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine). The Company hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. Incorporated and UBS Deutsche Bank Securities LLC Inc. on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i1) 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) or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common 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 restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, (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 outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance of any option or security issuable under the Company’s 2000 Stock Plan, 2010 Stock Incentive Plan or 2010 Employee Stock Purchase Plan (collectively, the “Equity 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 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 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 the shares of Common Stock 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, (g) the 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, the board of directors of the Company shall noteach Selling Stockholder agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. Incorporated and UBS Deutsche Bank Securities LLC Inc. on behalf of the Underwriters, approve it will not, during the period ending 180 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment Noor any security convertible into or exercisable or exchangeable for Common Stock. 1 Each Selling Stockholder consents to the Stockholders Agreement (entry of stop transfer instructions with the “Stockholders Agreement”), during Company’s transfer agent and registrar against the transfer of any Shares held by such 90-day period; provided, however, that commencing on Selling Stockholder except in compliance with the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:foregoing restrictions.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Stockholders, severally and not jointly) agree , hereby agrees 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 the right to purchase, severally and not jointly, up to [·[ ] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice, 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days (or fewer if agreed to by the Company and Xxxxxx Xxxxxxx) after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i1) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities so owned convertible into or exercisable or exchangeable for Common Stock or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common 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. For the avoidance of doubt, the foregoing restrictions shall apply to Directed Shares acquired through the Directed Share Program. The restrictions contained in the preceding paragraph shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired after the Closing Date in open market transactions; (b) transactions relating to shares of Common Stock or other securities sold pursuant to this Agreement on the Closing Date or any Option Closing Date; (c) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (d) transfers of shares of Common Stock or any security convertible into Common Stock by will or intestate succession or to any trust or partnership for the direct or indirect benefit of a Selling Stockholder or immediate family of such Selling Stockholder; (e) (i) distributions of shares of Common Stock or any security convertible into Common Stock to affiliates of a Selling Stockholder, including partners, members or stockholders of such Selling Stockholder; or (ii) distributions or transfers 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 such Selling Stockholder or to the limited partners, general partners or other principals of such Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (c), (d) or (e), (A) each donee or distributee shall sign and deliver a lock-up letter substantially in either the form of Exhibit A-1 or Exhibit A-2 hereto, and (B) any such transfer pursuant to clause (c), (d), or subclause (i) of clause (e) shall not involve a disposition for value; (f) the disposition of shares of Common Stock to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due or transfers to the Company in connection with the exercise of options or warrants; (g) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company or of restricted stock units in connection with (A) termination of employment or termination of other a service provider and pursuant to agreements wherein the Company has the option to repurchase such shares, or (B) agreements wherein the Company has a right of first refusal with respect to transfers of such shares; (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 referred to above 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 a Selling Stockholder or the Company; (i) transfers to the Company in connection with the redemption of shares of preferred stock pursuant to the Company’s certificate of incorporation; and provided further that in the case of any transfer or distribution pursuant to clause (a), (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 referred to above (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the restricted period referred to above); (j) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or in connection with the vesting of restricted stock units, or the conversion of a security; (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 in effect on the date hereof, 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-1 or Exhibit A-2 hereto. In addition, the board of directors of the Company shall noteach Selling Stockholder, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC Xxxxxx Xxxxxxx on behalf of the Underwriters, approve it will not, during the period ending 180 days after the date of the Prospectus, make any transfer demand for, or exercise any right with respect to, the registration of any shares of Common Stock pursuant or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to Section 3.1(athe 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. Notwithstanding the foregoing, if (1) during the last 17 days of the Stockholders Agreement, dated as of May 31, 2002, among 180-day restricted period the Company and issues an earnings release or material news or a material event relating to the other parties named Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th last day of such 90the 180-day period, the board of directors restrictions imposed by this 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 news or material event. The Company shall promptly notify Xxxxxx Xxxxxxx of any earnings release, news or event that may approve, without give rise to an extension of the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:initial 180-day restricted period.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Company at a price per share of $[·] a share ___ (the “"Purchase Price”") the 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Company agrees to issue and sell the Additional Shares (acting severally and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 900,000 Additional Shares from the Company at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticePrice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each The Company hereby agrees and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the directors and officers of the Company, and (ii) each stockholder listed on Annex I hereto, pursuant to which the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby each such person agrees that, without 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, (i) not to offer, pledge, sell, contract to sell, sell grant 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, of any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or in any securities convertible into other manner transfer all or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any a portion of the economic consequences of associated with the ownership of the Common Stock, whether any such transaction described in clause (i)common stock, (ii) or (iii) above is except to be settled by delivery the Underwriters pursuant to this Agreement, for a period of Common Stock or such other securities, in cash or otherwise. In addition, 180 days after the board of directors date of the Company shall not, Prospectus without the prior written consent of each of XxxxxxxDonaxxxxx, Xxxxx Xxfkxx & Co. and UBS Securities LLC on behalf of Xenrxxxx Xxxurities Corporation. Notwithstanding the Underwritersforegoing, approve any transfer during such period the Company may (i) issue shares of Common Stock (or other securities convertible into or exchangeable or exercisable for Common Stock or derivatives therefrom) in connection with the acquisition of another business (whether in an asset purchase, stock purchase, merger, joint venture or other type of transaction), (ii) grant stock options pursuant to Section 3.1(athe Company's existing stock option plan, and (iii) issue shares of its common stock upon the Stockholders Agreement, dated as exercise of May 31, 2002, among an option or warrant or the Company and the other parties named conversion of a security outstanding on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:date hereof.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 number of Firm ADSs set forth opposite the name of such Seller Underwriter in Schedule I hereto at $US$[·●] a share per Ordinary Share (the “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company hereby agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·●] Additional Shares ADSs at the Purchase Price as set forth in Schedule I heretoPrice. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares ADSs are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (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 ADSs as you the Representative 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:ADSs.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, the Partnership hereby agrees to sell, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Partnership, at $[·] a share purchase price of $ per unit (the “Purchase Price”) ), the number amount 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 Units set forth opposite such Underwriter’s name in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesI hereto. On the basis of the representations and warranties contained in this Agreementherein contained, and but subject to its terms and conditionsthe conditions herein set forth, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree to sell Partnership hereby grants to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchaseUnderwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Firm Units to be purchased by each Underwriter, up to [·] Additional Shares Option Units, at a price equal to the Purchase Price as set forth in Schedule I hereto(the “Over-Allotment Option”) [less an amount per unit equal to any cash distribution declared by the Partnership and payable by the Partnership on the Firm Units but not payable on the Option Units. You The Over-Allotment Option will expire at the close of business on the 30th day after the date hereof (such thirty-day period, the “Option Period”) and may exercise this right on behalf of the Underwriters be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in part connection with the offering and distribution of the Firm Units upon notice by giving written notice of each election the Representatives to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify Partnership setting forth the number of Additional Shares Option Units to be purchased by the Underwriters and the time and date on which of payment and delivery for such shares are to be purchasedOption Units. Each purchase time and date of payment and delivery for such Option Units (an “Option Closing Date”) must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Units or later than ten business days after the date of such notice. Additional Shares may be purchased If the Over-Allotment Option is exercised as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering to all or any portion of the Firm Shares. On each dayOption Units, if any, the Partnership will sell to the Underwriters that Additional Shares number of Option Units as to which the Underwriters are to be purchased (an “Option Closing Date”)exercising the Over-Allotment Option, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Option Units (subject to such adjustments to eliminate fractional shares units as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares Option Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Units.

Agreements to Sell and Purchase. 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 “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally Company agrees to issue and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase enter into the Purchase Contracts underlying the number of Additional Shares Initial Securities set forth in Schedule I hereto opposite the name of such Underwriter, plus any additional Purchase contracts underlying the number of Initial Securities which such Underwriter may become obligated to enter into pursuant to the provisions of Section (a) hereof. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, severally and not jointly, the right to enter into, at their election, up to __________ additional Purchase Contracts. The option hereby granted will expire automatically at the close of business on the 30th calendar day after the date the Registration Statement and any Rule 46(b) Registration Statement becomes effective, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the aggregate number of additional Purchase Contracts to be entered into and the time and date of delivery for the related Option Securities. Any such adjustments time and date of delivery (a "Date of Delivery") shall be determined by the Underwriters but shall not be later than seven full business days after the exercise of such option nor in any event before the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Underwriters and the Company. If the option is exercised as to eliminate fractional shares as you may determine) all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will enter into that bears the same proportion to of the total number of Additional Shares additional Purchase Contracts as to which such election has be purchased on such Option Closing Date as exercised which the number of Firm Shares Initial Securities set forth in Schedule II hereto I opposite the name of such Underwriter bears to the total number of Firm SharesInitial Securities (subject in each case to such adjustments as the Underwriters in their discretion shall make to eliminate any fractional Purchase Contracts). Each The Underwriters agree to purchase, at the direction of the Company, the Treasury Notes underlying the Securities with respect to which the Company and any successors the Underwriters have entered into the Purchase Contracts. The Treasury Notes will be pledged with the Collateral Agent to secure the holders' obligations to purchase Common Stock under the Purchase Contracts. Such pledge shall be effected by the transfer to the Collateral Agent by Federal Reserve Bank-Wire of the Treasury Notes to be pledged at the Closing Time and appropriate Date of Delivery, if any, in accordance with the Pledge Agreement. [The Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) not to 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 option to purchase, lend, or otherwise transfer dispose of any Securities, Purchase Contracts or dispose ofCommon Stock of the Company or any securities of the Company similar to the Securities, directly Purchase Contracts or indirectly, any shares of Common Stock or any securities security convertible into or exercisable or exchangeable for Common Stock; (ii) file Securities, Purchase Contracts or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or in any securities convertible into other manner transfer all or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any a portion of the economic consequences of associated with the ownership of the any Securities, Purchase Contracts or Common Stock, whether any such transaction described in clause (i)except to the Underwriters pursuant to this Agreement, (ii) or (iii) above is to be settled by delivery for a period of Common Stock or such other securities, in cash or otherwise. In addition, _____ days after the board of directors date of the Company shall not, Prospectus 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 Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:____________________________________ .]

Agreements to Sell and Purchase. Each SellerSelling 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 Seller Selling Stockholder at $[·] $ a share (the “Purchase Price”) the 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 Selling Stockhholder as the number of Firm Shares set forth in Schedule II 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 each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Stockholder, severally and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as Price, with each such Selling Stockholder selling not more than the amount set forth opposite such Selling Stockholder’s name in Schedule I heretoScheule II hereto under the column “Number of Additional Shares to be Sold,” 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareshereof. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company On each Option Closing Date, each Selling Stockholder, severally and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby not jointly, agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of to sell to the Underwriters, it will notthe respective number of Additional Shares obtained by multiplying the number of Additional Shares specified in the exercise notice by a fraction, during the period ending 90 days after numerator of which is the date number of Shares set forth next to such Selling Stockholder’s name in Schedule II hereto under the Prospectus, (i) 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 column “Number of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused Additional Shares to be filed any registration statement with Sold” and the Commission relating denominator of which is the maximum number of Additional Shares (subject to the offering of any such adjustments to eliminate fractional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iiias you may determine) 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 (i), (ii) or (iii) above is to be settled sold by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Stockholders.

Agreements to Sell and Purchase. 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 “Purchase Price”"PURCHASE PRICE") the 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 on 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting Sellers other than Madison Capital Funding LLC, severally and not jointly) , agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] 1,847,417 Additional Shares in the aggregate at the Purchase Price as set forth in Schedule I heretoPrice. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 on Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus each Seller hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Managers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; Stock or (ii2) in the case of the Company, file or caused 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 or (iii3) 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 (i1), (ii2) or (iii3) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (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 outstanding on the date hereof, (c) grants, issuances or exercises under any existing employee benefit plan of the Company, (d) the filing of a registration statement on Form S-8 relating to shares of Common Stock, (e) the issuance of Common Stock, or securities exercisable or convertible into Shares of Common Stock, by the Company in connection with the acquisition of, or joint venture with, another company, (f) 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, (g) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift, (h) transfers by a Selling Stockholder to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held, directly or indirectly, by such Selling Stockholder, or (i) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners, members or stockholders of the Selling Stockholders; provided that in the case of any transfer or distribution pursuant to clause (g), (h) or (i): (i) each, recipient, donee or distributee (other than charitable organizations) shall enter into a lock-up letter substantially in the form of Exhibit A hereto and (ii) no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period absent a legal requirement to make such filing. In addition, the board of directors of the Company shall noteach Selling Stockholder agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Managers on behalf of the Underwriters, approve it will not, during the period ending 90 days after the date of the Prospectus, make any transfer 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, provided that a Selling Stockholder may issue to the Company a demand pursuant to Section 3.1(a) the Stockholder Agreement of the Stockholders Agreement, dated Company so long as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), no registration statement is filed during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. . Each Selling Stockholder severally and UBS Securities LLC, such transfers requested by any shareholder party not jointly consents to the Stockholders Agreement that (1) is not a entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder and (2) is a natural person or a trust, as follows:Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The 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 such Seller the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[·] 23.875 a share (the “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·[ ] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice, 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 45 days after the date of this AgreementAgreement substantially in the form of Schedule VI hereto. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus The Fund hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Representatives on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i1) 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 Shares or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 Shares or (iii2) 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 StockShares, whether any such transaction described in clause (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. In additionNotwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the board of directors Fund announces that it will release earnings results during the 16-day period beginning on the last day of the Company 180-day period, the restrictions imposed in this clause shall notcontinue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve with prior notice of any transfer 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 Stock Shares issued pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Plan.

Agreements to Sell and Purchase. (a) Each Seller, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriters the number of Firm Shares set forth on Schedule B 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 such Seller at $[·] a share (the “Purchase Price”) the 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 II A hereto opposite the name of such Underwriter bears Underwriter, at a price of Cdn $__________ per share (the "PURCHASE PRICE") with respect 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] the number of Additional Shares at the Purchase Price as set forth in Schedule I heretoA hereto opposite the name of such Underwriter, at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the this option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one two business day days after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"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 II A hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the . (c) The Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of XxxxxxxSprott Securities (USA) Limited, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending 90 365 days after the date of the Prospectus, (i1) 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, grant a security interest in, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii2) 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 (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with respect to the registration of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. In additionThe restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) the board issuance by the Company of directors Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and reflected in the Time of Sale Prospectus, (iii) the issuance of Common Stock, or options to purchase Common Stock, to employees, officers, directors, advisors or consultants of the Company shall notpursuant to employee benefit plans described in the Time of Sale Prospectus, without (iv) the prior written consent filing of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC a registration statement on behalf of Form S-8 to register the Underwriters, approve any transfer issuance of Common Stock pursuant upon exercise of equity awards granted under the Company's 2003 Stock Incentive Plan and 2006 Stock Incentive Plan or (v) offers, sales, contracts to Section 3.1(a) sell, the issuance of or the registration of Common Stock as consideration for one or more acquisitions, provided that the aggregate fair market value of the Stockholders AgreementCommon Stock issued or agreed to be issued in all such acquisitions (based on the closing price on the Toronto Stock Exchange on the trading day immediately preceding the date of the applicable acquisition agreement) does not exceed $20,000,000; provided that in the case of any issuance described above in connection with the acquisition of a company (or assets thereof) whose stock is not publicly traded on a national securities exchange or the Toronto Stock Exchange, dated as each recipient shall execute and deliver a "lock-up" agreement substantially in the form of May 31Exhibit B attached hereto to Sprott Securities (USA) Limited. Notwithstanding the foregoing, 2002, among if (1) during the last 17 days of the 356-day restricted period the Company and issues an earnings release or material news or a material event relating to the other parties named Company occurs; or (2) prior to the expiration of the 356-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th last day of such 90the 356-day period, the board of directors restrictions imposed by this 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 news or material event. The Company shall promptly notify Sprott Securities (USA) Limited of any earnings release, news or event that may approve, without give rise to an extension of the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:initial 356-day restricted period.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter stated, Company agrees to issue and sell and each Underwriter agrees, severally and not jointly, to purchase from such Seller the Trust at a price per share of $[·] a share _____ (the “"Purchase Price”) "), the 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 Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally Trust agrees to issue and not jointly) agree to sell to the Underwriters the Additional Shares, Securities and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] _______ Additional Shares Securities from the Trust at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticePrice. Additional Shares Securities may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. On each dayThe Underwriters may exercise their right to purchase Additional Securities in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Securities to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Trust the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date from the Trust as the number of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm SharesSecurities. Each In view of the Company and any successors fact that the proceeds of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf sale of the Securities will be used to purchase Debentures, the Company agrees to pay as compensation ("Underwriter's Compensation") for the Underwriters, it will not, during ' arranging the period ending 90 days after investment therein of such proceeds an amount in immediately available funds of $ per Security purchased hereunder. [The Trust and the date of the Prospectus, (i) Company hereby agree not to offer, pledge, sell, contract to sell, sell grant 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, of any shares of Common Stock preferred trust securities or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any such preferred trust securities convertible into or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other preferred trust securities, in cash or otherwise. In additionexcept to the Underwriters pursuant to this Agreement, for a period of ___ days after the board of directors date of the Company shall not, Prospectus 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 Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:____________________________.]

Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon (a) On the basis of the representations representations, warranties and warranties herein containedcovenants contained in this Agreement, but and subject to the terms and conditions hereinafter statedcontained herein, agreesthe Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from such Seller the Company, the principal amount of Firm Notes set forth opposite its name as set forth on Schedule A hereto at $[·] a share purchase price equal to 97.0% of the principal amount thereof (the “Purchase Price”"PURCHASE PRICE"). (b) the 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 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, (i) the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally Company agrees to issue and not jointly) agree to sell to the Underwriters the Additional Shares, Notes and (ii) the Underwriters Initial Purchasers shall have a right, but not the right obligation, to purchase, severally and not jointly, up to [·] the Additional Shares Notes, from the Company at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such noticePrice. Additional Shares Notes may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection connections with the offering Offering of the Firm SharesNotes. On each dayThe Initial Purchasers may exercise their right to purchase Additional Notes in whole or in part from time to time by giving written notice thereof to the Company at any time within 30 days after the date of this Agreement. Xxxxxxxxx, if anyXxxxxx & Xxxxxxxx Securities Corporation shall give any such notice on behalf of the Initial Purchasers and such notice shall specify the aggregate principal amount of Additional Notes to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares Notes are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesInitial Purchaser, severally and not jointly, agrees to purchase from the number Company the principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that Notes which bears the same proportion to the total number principal amount of Additional Shares Notes to be purchased on such Option Closing Date from the Company as the number principal amount of Firm Shares Notes set forth in Schedule II hereto opposite the name of such Underwriter Initial Purchaser in Schedule A bears to the total number principal amount of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Notes.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The 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 such Seller the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[·] 19.10 a share (the “Purchase Price”) the 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 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 Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·NUMBER OF ADDITIONAL SHARES] Additional Shares at the Purchase Price as set forth in Schedule I heretoPrice, 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. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 45 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus The Fund hereby agrees that, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC the Representatives on behalf of the Underwriters, it will not, during the period ending 90 180 days after the date of the Prospectus, (i1) 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 Shares or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 Shares or (iii2) 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 StockShares, whether any such transaction described in clause (i), (ii1) or (iii2) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. In additionNotwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the board of directors Fund announces that it will release earnings results during the 16-day period beginning on the last day of the Company 180-day period, the restrictions imposed in this clause shall notcontinue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, without the prior written consent of each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve with prior notice of any transfer 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 Stock Shares issued pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Plan.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, The Company hereby agrees to issue and sell [•] Firm Shares 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 and subject to the conditions hereinafter statedset forth herein, agrees, severally and not jointly, to purchase from such Seller the Company, at $[·] a share (the “Purchase Price”) the 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 II hereto opposite the name of such Underwriter bears set forth in Schedule I hereto. Moreover, the Company hereby agrees to issue and sell up to [•] Additional Shares to the total number of Firm Shares. On 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 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 the right (but not the obligation) to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as Price, up to the total number of Additional Shares set forth opposite the name of such Underwriter set forth in Schedule I hereto. You The Representatives may exercise this right to purchase Additional Shares on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to such exercise the option not later than 30 days after the date of this Agreementhereof. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the date on which such written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of on which such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareswritten notice is given. On each day, if any, that Additional Shares are to be purchased (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 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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused Shares 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named purchased on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:Closing Date.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, (a) 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 such Seller at $[·] a share (the “Purchase Price”) Company the number respective principal amounts 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 Initial Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto. (b) In addition, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company the principal amount of Additional Securities set forth in Schedule II hereto at the purchase price set forth in Schedule I hereto. The option granted hereby may be exercised for up to 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Managers to the Company setting forth the number of Additional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Additional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Managers, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Additional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Securities then being purchased which the number of Initial Securities set forth in Schedule II opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained Initial Securities, subject, in this Agreementeach case, and subject to its terms and conditions, the 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 the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price as set forth in Schedule I hereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments as the Managers in their sole discretion shall make to eliminate any sales or purchases of 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused 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 or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:shares.

Agreements to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $[·] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as Company the number of Firm Shares set forth in Schedule II I hereto opposite at US$[●] per American Depositary Share (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·562,500] Additional Shares in the form of [281,250] American Depositary Shares at the Purchase Price as set forth in Schedule I heretoPrice. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. 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. Each purchase date must be at least one business day after the written notice is given and may not be 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (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 II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each For the avoidance of doubt but subject to the first sentence in the second paragraph of Section II, the Representative shall not be obligated to purchase from the Company and any successors of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) offer, pledge, sell, contract to sell, sell any option Firm Shares 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused Additional Shares agreed to be filed purchased by any registration statement with the Commission relating other Underwriter pursuant to the offering terms of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) 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 (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders this Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:.

Agreements to Sell and Purchase. Each Seller(a) On the basis of the representations and warranties contained in this Agreement, severally but subject to the terms and not jointlyconditions set forth herein, 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 such Seller at $[·] a share (the “Purchase Price”) Company the 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 respective number of Firm Shares set forth in Schedule II I hereto opposite its name at $[ ] per share (the name of such Underwriter bears "Purchase Price"), subject to the total number of Firm Shares. adjustments in accordance with Section 13 hereof. (b) On the basis of the representations and warranties contained in Section 2 of this Agreement, and but subject to its the terms and conditionsconditions set forth in this Agreement, the each Selling Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree to sell Stockholder hereby grants to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] all of the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule II hereto at the Purchase Price as set forth in Schedule I heretoPrice. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option Company and the Selling Stockholders not later than 30 days after the date of this Agreement. Any exercise such notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchasedpurchased (each, an "Option Closing Date"). Each purchase date Option Closing Date must be at least one two business day days after the such written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date (as defined below) nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If the Underwriters' right to purchase is exercised as to all or any portion of the Additional Shares are to be purchased (an “Option Closing Date”)Shares, each Underwriter agreesUnderwriter, acting severally and not jointly, to will purchase the that number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) then being purchased that bears the same proportion to the total number of Additional Shares to be then being purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each , subject in each case to such adjustments as D.A. Davidson in its discretion shall make to eliminate any sales or purchases of the Company fractional shares, and any successors each Selling Stockholder will sell that number of the Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without 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, (i) 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 or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating Additional Shares to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement Underwriters that transfers to another, in whole or in part, any of bears the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common 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 each of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, approve any transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 same proportion to the Stockholders Agreement (total number of Additional Shares then being purchased as the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on number of Additional Shares set forth in Schedule II hereto opposite the 46th day name of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party Selling Stockholder bears to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or a trust, as follows:total number of Additional Shares.