Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, you and each Underwriter agreesof you agree, severally and not jointly, to purchase from the Company, at the a purchase price of $___ per Security set forth in clause (a) of this Section 2Firm Share, that portion of the number of Optional Securities as to which such election shall have been exercised Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the aggregate number of Optional Securities Firm Shares to be sold by a fraction, the numerator of which is the maximum aggregate number of Optional Securities which such Underwriter is entitled Firm Shares to purchase be purchased by each of you as set forth opposite your respective names in Schedule I hereto opposite its name and the denominator of which is the maximum aggregate number of Optional Securities that all of the Underwriters are entitled Firm Shares to purchase be purchased hereunder. The Company hereby grants Subject to the Underwriters terms and conditions herein set forth, the Company agrees to sell to you, and you shall have the right to purchase at their election from the Company, up to 300,000 Optional Securities, 225,000 Additional Shares at the a purchase price of $___ per Security Additional Share. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each of you, severally, agrees to purchase from the Company that proportion (subject to such adjustments as you may both determine to avoid fractional Additional Shares) of the number of Additional Shares to be purchased which the number of Firm Shares set forth opposite your name in Schedule I bears to the paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared by purchased from the Company and payable on the Firm Securities but not payable on the Optional Securitieshereunder. Any such election to purchase Optional Securities Additional Shares may be exercised only by purchased at any time and from time to time on or before the thirtieth business day following the date of this Agreement upon written notice from you to the Company, given within a period of 30 calendar days after Company specifying the date of this Agreement, setting forth the aggregate number of Optional Securities Additional Shares to be purchased and purchased. You will offer the date Shares for sale at the initial public offering price set forth on which such Optional Securities are the cover of the Prospectus. After the initial public offering, you may from time to be deliveredtime increase or decrease the public offering price, as determined in your sole discretion, by you but reason of changes in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two general market conditions or later than ten business days after the date of such noticeotherwise.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting if such 30th day shall 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 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be 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, 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 as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth 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 aggregate number of Optional Securities Firm Shares to be purchased sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Willxxx X. Xxxxxxxx xxx John X. Xxxxxxxx xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the date Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on which such Optional Securities are behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be deliveredsold hereunder by such Selling Stockholder, as determined by you but in no event earlier than to make delivery of the First Closing Date (as defined in Section 4 hereof) orcertificates for such Shares, unless you and to receive the Company otherwise agree in writing, earlier than two or later than ten business days after proceeds of the date sale of such noticeShares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Upon The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $30.00 per share (the respective "purchase price per share"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name(or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also agrees, at subject to all the purchase price to the Underwriters of $24.2125 per Security terms and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowconditions set forth herein, the Company agrees to sell to the several Underwriters, and, upon the basis of the representations, warranties and each Underwriter agreesagreements of the Company herein contained and subject to all the terms and conditions set forth herein, severally and not jointly, the Underwriters shall have the right to purchase from the Company, at the purchase price per Security set forth share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading), up to an aggregate of 1,312,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in clause (a) connection with the offering of this Section 2the Firm Shares. Upon any exercise of the over-allotment option, that portion of each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Optional Securities Additional Shares (subject to such adjustments as you may determine in order to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined by multiplying such that bears the same proportion to the number of Optional Securities Additional Shares to be purchased by a fraction, the numerator of which is Underwriters as the maximum number of Optional Securities which Firm Shares set forth opposite the name of such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum (or such number of Optional Securities that all of the Underwriters are entitled Firm Shares increased as provided for in Section 10 hereof) bears to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeFirm Shares.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [●] Firm Shares to the Underwriters and (ii) the Selling Shareholder agrees to sell an aggregate [●] Firm Shares to the Underwriters. Upon the basis of the representations respective representations, warranties and warranties agreements of the Company and the Selling Shareholder herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Shareholder at a purchase price of $[●] per Share (the “Purchase Price per Share”), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at hereto. The Company and the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees Selling Shareholder hereby also agree to sell to the several Underwriters, and, upon the basis of the respective representations, warranties and agreements of the Company and the Selling Shareholder 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 and the Selling Shareholder up to an aggregate of [●] Additional Shares at the Purchase Price per Share for the Firm Shares. The Additional Shares for the Over-Allotment Option will be provided by the Selling Shareholder, to the extent of all Common Stock it retains, if any, following its sale of Firm Shares. Otherwise, all Additional Shares shall be provided and sold by the Company. 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 agreesUnderwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities Additional Shares (subject to such adjustments as you may determine to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined by multiplying such that bears the same proportion to the total number of Optional Securities Additional Shares to be purchased by a fraction, the numerator of which is Underwriter as the maximum number of Optional Securities which Firm Shares set forth opposite the name of such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and bears to the denominator of which is the maximum total number of Optional Securities that all of the Underwriters are entitled Firm Shares. The option to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities Additional Shares may be exercised only by written notice at any time or from you time to the Company, given time within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeProspectus.

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby agrees to issue and sell to the several Underwriters, each Manager and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Upon the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees, severally and not jointly, to sell to each Manager and each Manager agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Upon the basis of the representations, provided that warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Selling Stockholders also agree to sell to the Managers, and the Managers shall have the right to purchase from the Selling Stockholders, at the purchase price per Optional Security share, pursuant to an option (the "over-allotment option") which may be exercised prior to 5:00 p.m., New York City time, on the 30th day after the date of the International Prospectus (or, if such 30th day shall be reduced 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 600,000 Additional Shares. The maximum number of Additional Shares that each Selling Stockholder agrees to sell upon the exercise by an amount per Security equal the Managers of the over-allotment option is set forth opposite their respective names in Schedule I hereto. The number of Additional Shares that the Managers elect to purchase upon any dividends exercise of the over-allotment option shall be provided by each Selling Stockholder in proportion to the respective maximum number of Additional Shares that each Selling Stockholder has agreed to sell. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Manager, severally and not jointly, agrees to purchase from each Selling Stockholder the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Manager in Schedule II hereto (or distributions declared such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and payable on the Firm Securities but not payable on Selling Stockholders. Each Manager represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of this Agreementany U.S. or Canadian Person and (ii) it has not offered or sold, setting forth and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any International Prospectus in the aggregate number of Optional Securities United States or Canada or to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two any U.S. or later than ten business days after the date of such noticeCanadian Person.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions herein set forthhereof, (ai) the Company hereby agrees and the Selling Stockholders agree, severally and not jointly, to sell to the several Underwriters, at a price of $ ________ per Share (the "Purchase Price"), the Company Shares and the Selling Stockholder Shares, respectively; and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Stockholders, at the Purchase Price, the aggregate number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its namehereto. On the basis of the representations and warranties contained in this Agreement, at the purchase price and subject to the Underwriters of $24.2125 per Security terms and conditions hereof, (bi) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, at the Purchase Price, up to 375,000 Option Shares; and each Underwriter agrees(ii) the Underwriters shall have the right to purchase, severally and not jointly, from time to time, up to an aggregate of 375,000 Option Shares at the Purchase Price. Option Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Option Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. For a period of 180 days from the Companydate this Agreement becomes effective, at the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase price per Security set forth any option or contract to sell, grant any option, right or warrant to 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, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction 4 described in clause (a1) or (2) above is to be settled by delivery of this Section 2Common Stock or such other securities, in cash or otherwise; provided, however, that portion this clause shall not apply to the transactions expressly contemplated hereby, the issuance of the number Warrants pursuant to the Warrant Agreement dated June __, 1998 between the Company and the purchasers party thereto and the granting of Optional Securities options for shares of Common Stock and involving the Shares the sales of shares of Common Stock to the Company's employees pursuant to the exercise of options under those employee benefit plans described in the Prospectus and provided further, however, that the Company may issue shares of Common Stock ("Acquisition Shares") during such period in connection with acquisitions of business so long as the purchaser of such Acquisition Shares agrees to be bound by a lock-up letter in form and substance satisfactory to you pursuant to which such election shall have been exercised (purchaser agrees with the Company not to be adjusted by you so as sell, offer to eliminate fractional shares) determined by multiplying sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such number Acquisition Shares at any time before the expiration of Optional Securities by such 180 day period and the certificates evidencing such Acquisition Shares bear a fractionlegend to such effect. For a period of 180 days from the date this Agreement becomes effective, the numerator Company will not, without the prior written consent of which is EVEREN Securities, Inc. on behalf of the maximum number Underwriters, file a registration statement relating to shares of Optional Securities which such Underwriter is entitled capital stock (including the Common Stock) or securities convertible into or exercisable or exchangeable for, capital stock or warrants, options or rights to purchase as set forth in Schedule I hereto opposite its name and or acquire, capital stock, with the denominator of which is the maximum number of Optional Securities that all exception of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable filing of Registration Statements on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you Form S-8 with respect to the Company's employee benefit plans described in the Prospectus and provided further, given within a however, that the Company may issue shares of Common Stock ("Acquisition Shares") during such period in connection with acquisitions of 30 calendar days after business so long as the date purchaser of this Agreement, setting forth the aggregate number of Optional Securities such Acquisition Shares agrees to be purchased bound by a lock-up letter in form and substance satisfactory to you pursuant to which such purchaser agrees with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Acquisition Shares at any time before the expiration of such 180 day period and the date on which certificates evidencing such Optional Securities are Acquisition Shares bear a legend to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeeffect.

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby agrees to issue and sell to the several Underwriters, each U.S. Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ ___ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Upon the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Upon the basis of the representations, provided that warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Company, at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice from you prior to 5:00 p.m., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 2,520,000 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Certificates in transferable form for the Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with Xxxxx X. Xxxxxx (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxx X. Xxxxxxx and Xxxxx X. Xxxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Stockholder is not a natural person, if such selling Stockholder shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney- in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S. Underwriter represents, setting forth warrants, covenants and agrees that, except as contemplated under Section 2 of the aggregate number of Optional Securities to be purchased Agreement Between U.S. Underwriters and Managers dated the date on hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, (iii) any dealer to whom it may sell any Shares will represent that it is not purchasing for the account of anyone other than a U.S. or Canadian Person or to any other dealer who does not so represent and agree and (iv) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to, in accordance with this Agreement, issue and sell an aggregate of [•] shares of Common Stock to the Underwriters and (ii) each of the Selling Stockholders, severally and not jointly, agrees to sell, in accordance with this Agreement, an aggregate of [•] shares of Common Stock to the Underwriters, each Selling Stockholder selling the number of Selling Stockholder Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations representations, warranties and warranties agreements of each of the Company, the Subsidiary and the Selling Stockholders herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, (a) each Underwriter, severally and not jointly, agrees to purchase from the Company hereby agrees to sell to and the several UnderwritersSelling Stockholders at a purchase price of $[•] per Share (the “purchase price per Share”), and each the number of Firm Shares set forth opposite the name of such Underwriter agreesin Schedule I hereto. The Selling Stockholders also agree, severally and not jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Selling Stockholders 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 the respective number Selling Stockholders up to an aggregate of Firm Securities set forth in Schedule I hereto opposite its name, [•] 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 the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowbe purchased, the Company agrees to sell to the several Underwriters, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company, at Selling Stockholders that proportion of the purchase price per Security set forth in clause (a) total number of this Section 2, that portion of Additional Shares then being purchased which the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number Firm Shares set forth opposite the name of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and bears to the denominator of which is the maximum total number of Optional Securities that all Firm Shares or, in the event of a partial exercise of the Underwriters are entitled option, a smaller number of Additional Shares that reflects the pro rata reduction in the number of Additional Shares to be sold in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional shares of Common Stock). The option to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional SecuritiesAdditional Shares may be exercised, in whole or in part, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given time within a period of 30 calendar days after the date of this Agreementthe Prospectus, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier more than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeonce.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholder herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, the Selling Shareholder hereby agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Selling Shareholder at the purchase price per Security set forth share that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Shareholder in clause (a) of this Section 2, that portion of Schedule I hereto as the number of Optional Securities as to which Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Shareholder. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, 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 to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time (but not more than once) prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 506,600 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion that the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeSelling Shareholder.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of [$_____] per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholders. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over- allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 p.m., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting if such 30th day shall 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 330,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over- allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth 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 aggregate number of Optional Securities Firm Shares. Certificates in transferable form for the Shares which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with ChaseMellon Shareholder Services, L.L.C. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be purchased and sold hereunder by such Selling Stockholder, to make delivery of the date on which certificates for such Optional Securities are Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be delivered, as determined borne by you but such Selling Stockholder in no event earlier than connection with the First Closing Date (as defined in Section 4 hereof) or, unless you sale and the Company otherwise agree in writing, earlier than two or later than ten business days after the date public offering of such noticeShares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby each Selling Shareholder, severally and not jointly, agrees to sell to the several Underwriters, each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from each Selling Shareholder, at a purchase price of $ [_________] per share (the Company "purchase price per share"), the respective number of Firm Securities Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite its name, at the purchase price name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the Underwriters aggregate number of $24.2125 per Security Firm Shares to be sold by the Selling Shareholders. Upon the basis of the representations, warranties and (b) in agreements contained herein and subject to all the event terms and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowconditions set forth herein, the Company agrees to sell to the several Underwriters, and each Underwriter agreesSelling Shareholders listed in Part B of Schedule I hereto also agree, severally and not jointly, to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Companysuch Selling Shareholders listed in Part B of Schedule I hereto, at the purchase price per Security set forth in clause share, pursuant to an option (athe "over-allotment option") of this Section 2which may be exercised prior to 5:00 P.M., that portion New York City time, on the 30th day after the date of the number U.S. Prospectus (or, if such 30th day shall 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 Optional Securities as to which such election shall have been exercised 472,500 Additional Shares from the Selling Shareholders listed in Part B of Schedule I hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter Additional Shares that each of them agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is entitled set forth opposite their respective names in Part B of Schedule I). The number of Additional Shares that the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares that each such Selling Shareholder has agreed to sell. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the number of Additional Shares to be sold by each Selling Shareholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled Section 12 hereof) bears to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities Firm Shares to be purchased sold by the Selling Shareholders. Certificates in transferable form for the Shares (including any Additional Shares) that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First Chicago Trust Company of New York (the "Custodian") for delivery under this Agreement pursuant to a Selling Shareholder's Custody Agreement (the "Custody Agreement") and a Selling Shareholder's Irrevocable Power of Attorney (the "Power of Attorney") executed by each of the Selling Shareholders appointing Xxxxxx X. Xxxxx, Xxxxxx Xxxx and Xxxxxx Given as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement and Power of Attorney shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death, incapacity, dissolution or liquidation of any Selling Shareholder or the occurrence of any other event (including, without limitation, the termination of any trust or estate). If any Selling Shareholder shall die or become incapacitated, dissolved, liquidated or terminated or if any other such event shall occur before the delivery of the Shares hereunder and completion of the transactions contemplated hereby, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Custodian or the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement, and such actions shall be valid as if such death, incapacity, dissolution, liquidation, termination or other event had not occurred, regardless of whether or not the Custodian or the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, liquidation, termination or other event. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date on 5 hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities as to which such election shall have been exercised (Firm Shares to be adjusted sold by you so such Selling Stockholder as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholders. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the NASDAQ National Market is open for trading), up to an aggregate of 232,500 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeSelling Stockholders.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $__.00 per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, from each Selling Stockholder at the purchase price per Security share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeSelling Stockholders.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the a purchase price of $34.94875 per Security set forth in clause Share (a) of this Section 2the " Purchase Price Per Share"), that portion of the number of Optional Securities Firm Shares which bears the same proportion to the total number of Firm Shares being sold by the Company (4,000,000) as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders (5,300,000). Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Purchase Price Per Share the number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite its 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 aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholders (5,300,000). The Company hereby grants and certain of the Selling Stockholders also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company and such Selling Stockholders, at the Purchase Price Per Share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 345,000 Additional Shares of Class A Common Stock from the Company and an aggregate of 450,000 Additional Shares of Class B Common Stock from such Selling Stockholders as set forth on Schedule I. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Shares. Upon any exercise of the over-allotment option, subject to such adjustments as you may determine in order to avoid fractional shares, each Underwriter, severally and not jointly, agrees to purchase price per Security from each of the Company and such Selling Stockholders, in proportions equal to those of the maximum numbers of Additional Shares made available by the selling parties for the over-allotment option, at the Purchase Price Per Share, that number of Additional Shares which bears the same proportion to the total number of Additional Shares being sold by such party pursuant to the over-allotment option as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Stockholders (5,300,000). Certificates in transferable form for the Shares which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with BankBoston, N.A. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxxx X. Xxx, C. Xxxxx Xxxxx and Xxxx X. Xxxxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event, shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Stockholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, from each Selling Stockholder at the purchase price per Security share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on Selling Stockholders. Certificates in transferable form for the Optional SecuritiesShares (including any Additional Shares) which each of the Selling Stockholders (other than Prudential) agrees to sell pursuant to this Agreement have been placed in custody with the Company (in such capacity, the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders (other than Prudential) appointing Willxxx X. Xxxxxxxx xxx Robexx X. Xxxxxxxx, xxd each of them, as agents and attorneys-in-fact (the "Attorney-in Fact" or "Attorneys-in-Fact"). Any such election to purchase Optional Securities may be exercised only Each Selling Stockholder (other than Prudential) agrees that (i) the Shares represented by written notice from you the certificates held in custody pursuant to the CompanyCustody Agreement are subject to the interests of the Underwriters, given within a period of 30 calendar days after the date of this Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, setting forth irrevocable, and (iii) the aggregate number obligations of Optional Securities to the Selling Stockholders hereunder and under the Custody Agreement shall not be purchased and the date on which such Optional Securities are to be delivered, as determined terminated by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date any act of such notice.Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder (other than Prudential) shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional Shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional Shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting if such 30th day shall 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 450,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over- allotment option shall be 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, 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 as you may determine in order to avoid fractional Shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth 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 aggregate number of Optional Securities Firm Shares to be purchased and sold by the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeSelling Stockholders.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholders. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, 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 to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting if such 30th day shall 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 880,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth 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 aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeFirm Shares.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Manager and, upon the basis of this representations, warranties and agreements of the representations Company and warranties the Selling Shareholders herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Shares to be sold by the Company and the denominator of which is Selling Shareholders. Subject to such adjustments as you may determine to avoid fractional shares, each Selling Shareholder agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each Manager and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Manager agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Shareholder, at the purchase price per Security share, the number of Firm Shares that bears the same proportion to the number of Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Shares increased as set forth in Section 12 hereof) bears to the paragraph above, provided that the purchase price per Optional Security shall aggregate number of Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Shareholders. Certificates in transferable form for the Shares that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with [ ] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing ______________________ and ____________________________, as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Manager shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Shareholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agreesSelling Stockholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, at a purchase price of $ ___ per share (the respective "purchase price per share"), that proportion of the number of Firm Initial Securities set forth in Schedule II opposite the name of the Company or such Selling Stockholder, as the case may be, which the number of Initial Securities set forth in Schedule I hereto opposite its namethe name of such Underwriter under the column "Number of Initial Securities" (or such number of Initial Securities increased as set forth in Section 10 hereof) bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. Upon the basis of the representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Company and the Selling Stock holders, acting severally and not jointly, grant an option (the "over-allotment option") to the Underwriters to purchase, at the purchase price per share, up to 81,680 Option Securities from the Underwriters Company and up to 593,320 Option Securities from the Selling Stockholders, as set forth in Schedule II. Option Securities may be purchased solely for the purpose of $24.2125 per Security covering over-allotments made in connection with the offering of the Securities and, if purchased, shall be purchased first from the Selling Stockholders and (b) in the event and then, to the extent that such purchase, together with all previous purchases of Option Securities, exceeds the Underwriters number of Option Securities of the Selling Stockholders as set forth in Schedule II, from the Company. Such option shall expire at 5:00 P.M., Chicago time, on the 30th day after the date of this Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). Such over-allotment option may be exercised at any time or from time to time until its expiration. Upon any exercise of the election to purchase Optional Securities as provided belowover-allotment option, the Company agrees to sell to the several Underwriters, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from that proportion of the Company, at the purchase price per Security set forth in clause (a) total number of this Section 2, that portion of Option Securities then being purchased which the number of Optional Initial Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its the name and of such Underwriter under the denominator column "Number of which is the maximum Initial Securities" (or such number of Optional Initial Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security increased as set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you Section 10 hereof) bears to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate total number of Optional Securities Initial Securities, subject, in each case, to be purchased and such adjustments as the date on which such Optional Securities are Representatives in their sole discretion shall make to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two eliminate any sales or later than ten business days after the date purchases of such noticefractional shares.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the denominator of which is Underwriters, and, upon the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements of the Selling Stockholders herein contained and subject to purchase hereunder. The Company hereby grants to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 315,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be 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, 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 as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with Norwest Bank Minnesota, N.A. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Stockholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, you and each Underwriter agreesof you agree, severally and not jointly, to purchase from the Company, at the a purchase price of $7.425 per Security set forth Firm Share (net of underwriting discounts and commissions) or, as applicable, solely for the purpose of covering over-allotments made in clause (a) connection with the offering of this Section 2the Firm Shares, that portion of Additional Shares, the number of Optional Securities as to which such election shall have been exercised Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the aggregate number of Optional Securities Firm Shares or Additional Shares to be sold by a fraction, the numerator of which is the maximum aggregate number of Optional Securities which such Underwriter is entitled Firm Shares or Additional Shares to purchase be purchased by each of you as set forth opposite your respective names in Schedule I hereto opposite its name and the denominator of which is the maximum aggregate number of Optional Securities that all of the Underwriters are entitled Firm Shares or Additional Shares to purchase be purchased hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities Additional Shares may be exercised only by purchased at any time and from time to time on or before the thirtieth business day following the date of this Agreement upon written notice from you to the Company, given within a period of 30 calendar days after Company specifying the date of this Agreement, setting forth the aggregate number of Optional Securities Additional Shares to be purchased and the date on which such Optional Securities purchased. You agree that, if any Additional Shares are to be deliveredpurchased, they will be purchased first from Messrs. Xxx and Xxx as determined by you but in no event earlier than Additional Selling Stockholder Shares prior to the First Closing Date (as defined in Section 4 hereof) or, unless you and purchase from the Company otherwise agree of any Additional Company Shares. You will offer the Shares for sale at the initial public offering price set forth on the cover of the Prospectus. After the initial public offering, you may from time to time increase or decrease the public offering price, in writingyour sole discretion, earlier than two by reason of changes in general market conditions or later than ten business days after the date of such noticeotherwise.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forth, (a) the Company The Selling Stockholder hereby agrees to sell to the several Underwriters, and each Underwriter Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $29.40 (the “Purchase Price”) from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of Selling Stockholder the number of Optional Securities as to which such election shall have been exercised Underwritten Shares (to be adjusted by you the Representatives so as to eliminate fractional shares) determined by multiplying such the aggregate number of Optional Securities Underwritten Shares to be sold by the Selling Stockholder by a fraction, the numerator of which is the maximum aggregate number of Optional Securities which Underwritten Shares to be purchased by such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto opposite its name and the denominator of which is the maximum aggregate number of Optional Securities that Underwritten Shares to be purchased by all the Underwriters from the Selling Stockholder hereunder. In addition, the Selling Stockholder agrees to sell, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the Underwriters are entitled to purchase hereunder. The Company hereby grants representations, warranties and agreements set forth herein and subject to the Underwriters conditions set forth herein, shall have the right option to purchase at their election up to 300,000 Optional Securitiespurchase, severally and not jointly, from the Selling Stockholder the Option Shares at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by Purchase Price less an amount per Security share equal to any dividends or distributions declared by the Company and payable on the Firm Securities Underwritten Shares but not payable on the Optional SecuritiesOption Shares. Any If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such election Underwriter in Schedule I hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Optional Securities may be exercised only Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from you the Representatives to the Company, given within a period of 30 calendar days after Company and the date of this Agreement, setting Selling Stockholder. Such notice shall set forth the aggregate number of Optional Securities Option Shares as to be purchased which the option is being exercised and the date on which such Optional Securities and time when the Option Shares are to be delivereddelivered and paid for, which may be the same date and time as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereofhereinafter defined) or, unless you and the Company otherwise agree in writing, but shall not be earlier than two or the Closing Date nor later than ten the tenth full business days day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Sellers herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the a purchase price of $ _______ per Security set forth in clause share (a) of this Section 2the "Purchase Price Per Share"), that portion number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Optional Securities as to which Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule I hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers. Subject to such adjustments as you may determine in order to avoid fractional shares, the Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Sellers herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees to purchase from the Selling Stockholder at the Purchase Price Per Share that number of Firm Shares which bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name and the denominator of which is the maximum (or such number of Optional Securities that all Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Underwriters are entitled to purchase hereunderSellers. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Sellers herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting if such 30th day shall 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 630,000 Additional Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeFirm Shares.

Agreements to Sell and Purchase. Upon Subject to such adjustments in the allocation of Shares between Underwriters as you may determine in your capacity as Representatives in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same Subject to such adjustments in the allocation of Shares between Underwriters as you may determine in your capacity as Representatives in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company and the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City Certificates in transferable form for the Company, given within a period Shares (including any Additional Shares) which each of 30 calendar days after the date of Selling Stockholders agrees to sell pursuant to this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but Agreement have been placed in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and custody with the Company otherwise agree in writing, earlier than two or later than ten business days after (the date of such notice."Custodian")

Agreements to Sell and Purchase. Upon On the basis of the representations ------------------------------- and warranties herein containedcontained in this Agreement, but and subject to the conditions herein set forthits terms and conditions, (ai) the Company hereby agrees to issue and sell 4,000,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell to the several Underwriters, Underwriters the number of Firm Shares equal to the number of Firm Shares set forth opposite such Selling Stockholder's name on Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per Share of $_____ (the Company "Purchase Price") the respective number of Firm Securities Shares (subject to such adjustments to eliminate fractional shares as you may determine) 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 opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price bears to the Underwriters total number of $24.2125 per Security Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (bi) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agreesFinmeccanica, severally and not jointly, agree to purchase from the Company, sell at the purchase price per Security set forth in clause (a) of this Section 2, that portion of Purchase Price up to the number of Optional Securities as to which such election shall have been exercised (Additional Shares obtained by multiplying the aggregate number of Additional Shares to be adjusted by you so sold on any Option Closing Date (as to eliminate fractional sharesdefined herein) determined by multiplying such number of Optional Securities by times a fraction, the numerator of which is the maximum aggregate number of Optional Securities which such Underwriter is entitled to purchase as Additional Shares set forth in opposite such Seller's name on Schedule I hereto opposite its name II and the denominator of which is the maximum number of Optional Securities that all of 1,092,900 and (ii) the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election purchase, severally and not jointly, up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by aggregate of 1,092,900 Additional Shares from the Company and payable on Finmeccanica at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities but not payable on the Optional SecuritiesShares. Any such election The Underwriters may exercise their right to purchase Optional Securities may be exercised only Additional Shares in whole or in part from time to time by giving written notice from you thereof to the Company, given Company and the Attorney-in-Fact (as defined herein) within a period of 30 calendar days after the date of this Agreement, setting forth . You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Optional Securities Additional Shares to be purchased pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such Optional Securities are to notice shall be delivered, as determined by you but in a business day (i) no event earlier than the First Closing Date (as defined in Section 4 hereofhereinafter defined), (ii) or, unless you and the Company otherwise agree in writing, earlier than two or 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 on any Option Closing Date, each Underwriter, severally and not jointly, agrees to purchase from each of the date Company and Finmeccanica the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which 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 the name of such noticeUnderwriter in Schedule I bears to the total number of Firm Shares.

Agreements to Sell and Purchase. number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 12 hereof). Upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholders herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, the Company also agrees to sell up to 231,825 Additional Shares to the Underwriters and certain Selling Shareholders identified in Schedule II hereto, severally and not jointly, agree to sell up to an aggregate of 98,175 Additional Shares (aeach to sell up to the number of Additional Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto) to the Underwriters and, the Underwriters shall have the one-time right for 30 days from the date upon which the Registration Statement is declared effective by the Commission to purchase from the Company and such Selling Shareholders up to 330,000 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 made in connection with the offering of the Firm Shares. If the Underwriters exercise the right to purchase less than 330,000 Additional Shares, then (i) the Company hereby agrees to sell the Underwriters a number of Additional Shares which bears the same proportion to the total number of Additional Shares specified in the notice to the Company and the Selling Shareholders and pursuant to Section 4 hereof as 231,825 bears to 330,000 and (ii) certain Selling Shareholders identified in Schedule II hereto agree to sell to the several UnderwritersUnderwriters the balance of the Additional Shares (the "Remaining Additional Shares") specified in such notice, and each such Selling Shareholder will sell a number of Remaining Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) which bears the same proportion to the total number of Remaining Additional Shares as the number of Additional Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto bears to 98,175. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) which bears the respective same proportion to the number of Additional Shares to be sold as the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled Firm Shares as adjusted pursuant to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 12 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticebears to 2,200,000.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of [$_______] per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule Subject to such adjustments as you so as may determine in order to eliminate avoid fractional shares) determined by multiplying such number , each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of Optional Securities by a fractionthe representations, warranties and agreements of the numerator of which is Company and the maximum number of Optional Securities which such Underwriter is entitled Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, from each Selling Stockholder at the purchase price per Security share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on the Optional SecuritiesSelling Stockholders. Any such election increased as set forth in Section 12 hereof) bears to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities Firm Shares to be purchased sold by the Company and the date Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with SunTrust Bank, Atlanta (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing _______________ and _______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on which such Optional Securities are behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be deliveredsold hereunder by such Selling Stockholder, as determined by you but in no event earlier than to make delivery of the First Closing Date (as defined in Section 4 hereof) orcertificates for such Shares, unless you and to receive the Company otherwise agree in writing, earlier than two or later than ten business days after proceeds of the date sale of such noticeShares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Upon Subject to any adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Optional Securities as to which Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule III hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of shares to be sold by the Company and the denominator of which is Primary Selling Stockholders. Subject to any adjustments as you may determine to avoid fractional shares, each Primary Selling Stockholder hereby agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Primary Selling Stockholder, at the purchase price per Security share, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Primary Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule III hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of shares to be sold by the Company and the Primary Selling Stockholders. The Over-allotment Selling Stockholders also agree, provided that subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Over-allotment Selling Stockholders, at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 p.m., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting forth if such 30th day shall 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 405,000 Additional Shares. The maximum number of Optional Securities Additional Shares which each Over-allotment Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Schedule II hereto. Additional Shares may be purchased and only to cover over-allotments made in connection with the date on which such Optional Securities are to be deliveredoffering of the Firm Shares. Upon any exercise of the over-allotment option, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.each Over-allotment

Agreements to Sell and Purchase. Upon (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forthhereinafter stated, (ai) the Company hereby agrees to sell to the several Underwriters, Underwriters the Company Initial Shares and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities Company Initial Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at under the purchase price heading “Number of Company Initial Shares To Be Purchased” and (ii) the Forward Seller (with respect to the Underwriters of $24.2125 per Security Borrowed Underwritten Shares) and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees (with respect to any Company Top-Up Underwritten Shares), severally and not jointly, agree to sell to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the CompanyForward Seller (with respect to the Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective numbers of Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto under the heading “Number of Borrowed Underwritten Shares To Be Purchased,” in each case, at the purchase price per Security set forth in clause share of Common Stock of $50.50 (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice“Purchase Price”).

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forth, (a) the The Company hereby agrees to sell the Firm Shares, and each Selling Shareholder hereby agrees to sell such number of Firm Shares and Additional Shares as is set forth opposite such Selling Shareholder's name on Schedule II hereto, to the several UnderwritersUnderwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Shareholders the aggregate number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 10 hereof), at a purchase price of $__________ per Share (the "purchase price per Share"). In addition, each Selling Shareholder also agrees to sell to the Underwriters up to said number of Additional Shares as is set forth opposite its namesuch Selling Shareholder's name on Schedule II hereto, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders 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 upon which the Registration Statement is declared effective by the Commission to purchase from the Selling Shareholders up to 337,500 Additional Shares, at the purchase price per Share for the Firm Shares. The Additional Shares shall, if purchased, be purchased solely for the purpose or covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowbe purchased, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities Additional Shares (subject to such adjustments as you may determine to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined by multiplying such which bears the same proportion to the number of Optional Securities by a fraction, Additional Shares to be sold as the numerator of which is the maximum number of Optional Securities which Firm Shares set forth opposite the name of such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum (or such number of Optional Securities that all of the Underwriters are entitled Firm Shares as adjusted pursuant to purchase hereunder. The Company hereby grants Section 10 hereof) bears to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate total number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeFirm Shares.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Those Selling Stockholders identified in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom such Selling Stockholders identified in Part B of Schedule I hereto, at the purchase price per Security share, pursuant to a one-time option (the "over-allotment option") which may be exercised at any time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 330,000 Additional Shares (the maximum number of Additional Shares which each such Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon exercise of the over-allotment option shall be 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 exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares that number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees, severally and solely with respect to the Shares to be sold by such Selling Stockholder hereunder, to sell pursuant to this Agreement have been placed in custody with First Chicago Trust Company of New York (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Robexx X. Xxxxxxxx xxx Davix X. Xxxxxxxx xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Stockholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forthhereinafter stated, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agreesagree, severally and not jointly, to purchase from the Company the respective number numbers of Firm Securities Shares set forth in Schedule I hereto opposite its name, their names at $____ a share -- the purchase price price. On the basis of the representations and warranties contained in this Agreement, and subject to the Underwriters of $24.2125 per Security its terms and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowconditions, the Company agrees and the Selling Shareholders agree to sell to the several UnderwritersUnderwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 600,000 Additional Shares at the purchase price. Additional Shares may be purchased from the Company and the Selling Shareholders (in such amounts as are set forth in Schedule III hereto) and as provided in Section 6 hereof solely for the purpose of covering overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as Additional Shares (subject to which such election shall have been exercised (to be adjusted by you so as adjustments to eliminate fractional sharesshares as you may determine) determined by multiplying such that bears the same proportion to the total number of Optional Securities by a fraction, Additional Shares to be purchased as the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as Firm Shares set forth in Schedule I hereto opposite its the name of such Underwriter bears to the total number of Firm Shares. If any Additional Shares are to be purchased, such Additional Shares shall first be purchased from the Selling Shareholders on a pro rata basis (based upon the aggregate number of Additional Shares that may be purchased from the Selling Shareholders) until all such Additional Shares to be sold by the Selling Shareholders, as set forth in Schedule III hereto, have been purchased, and the denominator of which is remaining Additional Shares, if any, shall be purchased from the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderCompany. The Company hereby grants agrees that, without the prior written consent of Morgxx Xxxnxxx & Xo. Incorporated, it will not (A) offer, pledge, sell, contract to the Underwriters the sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase at their election up 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 (B) enter into any swap or other arrangement that transfers to 300,000 Optional Securitiesanother, at in whole or in part, any of the purchase price per Security set forth economic consequences of ownership of the Common Stock, whether any such transaction described in the paragraph aboveclause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends in cash or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within otherwise for a period of 30 calendar 90 days after the date of this Agreementthe Prospectus, setting forth other than (i) the aggregate number of Optional Securities Shares to be purchased and sold hereunder, (ii) 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 on which such Optional Securities are to be delivered, as determined hereof and described in the Prospectus or (iii) the issuance by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree of shares of Common Stock or options pursuant to stock 14 13 option or employee benefit plans of the Company as such plans are in writing, earlier than two or later than ten business days after effect on the date of such noticethe Prospectus.

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby agrees to issue and sell to the several Underwriters, each U.S. Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Shareholders. Upon the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Shareholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Shareholder, at the purchase price per Security share, the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. Upon the basis of the representations, provided that warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Selling Shareholders listed in Part B of Schedule I hereto and the Company also agree to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from such Selling Shareholders listed in Part B of Schedule I hereto and the Company, at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice from you prior to 5:00 p.m., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe U.S. Prospectus (or, setting if such 30th day shall 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 796,892 Additional Shares from (i) the Selling Shareholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares that each of them agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I) and (ii) the Company (the maximum number of Additional Shares that the Company agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite its name in Part B of Schedule II). The number of Additional Shares that the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided first, by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum number of Additional Shares that each such Selling Shareholder has agreed to sell and second, after all Additional Shares of the Selling Shareholders have been sold, by the Company. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder who has agreed to sell Additional Shares and, if applicable, the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the number of Additional Shares to be sold by each Selling Shareholder who has agreed to sell Additional Shares first and then from the Company as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Optional Securities Firm Shares to be purchased sold by the Selling Shareholders and the Company. Certificates in transferable form for the Shares that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with State Street Bank and Trust Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing J. Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx as agents and attorneys-in- fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date on hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "purchase price per share"), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Sellers. Subject to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name and Section 12 hereof) bears to the denominator of which is the maximum aggregate number of Optional Securities that all of Firm Shares to be sold by the Underwriters are entitled to purchase hereunderSellers. The Company hereby grants also agrees, subject to the applicable terms and conditions set forth herein, to issue and sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to the applicable terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting forth if such 30th day shall 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 457,500 Additional Shares solely to cover over-allotments. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the aggregate number of Optional Securities Additional Shares to be purchased issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Sellers. The options (the "Options") exercisable for the Shares that Xxxxxx X. Xxxxxxxxx agrees to sell pursuant to this Agreement have been placed in custody with Registrar and Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by Xxxxxx X. Xxxxxxxxx appointing Xxxxxx X. Xxxxxxxxx, as agent and attorney-in-fact (the "Attorney-in-Fact"). Xxxxxx X. Xxxxxxxxx agrees that (i) the Shares represented by the Options exercisable for such Shares, held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and Xxxxxx, Inc. ("Xxxxxx"), (ii) the arrangements made by Xxxxxx X. Xxxxxxxxx for such custody are, except as specifically provided in the Custody Agreement, irrevocable and (iii) subject to the applicable terms of the agreements governing the Options, the obligations of Xxxxxx X. Xxxxxxxxx hereunder and under the Custody Agreement shall not be terminated by any act of Xxxxxx X. Xxxxxxxxx or by operation of law, whether by the death or incapacity of Xxxxxx X. Xxxxxxxxx or the occurrence of any other event. If Xxxxxx X. Xxxxxxxxx shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, subject to the applicable terms of the agreements governing the Options, certificates for the Shares to be held hereunder for Xxxxxx X. Xxxxxxxxx shall be delivered to the Underwriters by the Attorney-in-Fact in accordance with the terms and conditions of this Agreement and the date Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorney-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. The Attorney-in-Fact represents that he or she is authorized, on which behalf of Xxxxxx X. Xxxxxxxxx, to execute this Agreement and any other documents necessary or desirable in connection with the exercise of the Options deposited under the Custody Agreement and the sale of the Shares to be sold hereunder by Xxxxxx X. Xxxxxxxxx, to provide for the payment to the Company of the exercise price in respect of any Shares issued upon the exercise of the Options deposited under the Custody Agreement, to make delivery of the certificates for such Optional Securities are Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses or withholding taxes to be borne by Xxxxxx X. Xxxxxxxxx in connection with the sale and public offering of such Shares, to distribute the balance thereof to Xxxxxx X. Xxxxxxxxx, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. The Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Xxxxxx hereby agrees (i) to duly exercise the Xxxxxx Warrant (as defined in the Prospectus) and to deliver, or cause to be delivered, as determined by you but in no event earlier than to the First Underwriters on the Closing Date (as defined in Section 4 hereofhereinafter defined), against payment therefor as herein contemplated, certificates for the Shares to be sold by Xxxxxx hereunder and (ii) orto pay, unless you and or cause to be paid, the exercise price under the Xxxxxx Warrant to the Company otherwise agree in writing, earlier than two or later than ten business days after out of the date proceeds of the sale of such noticeShares to the Underwriters hereunder.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Manager 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 herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter Manager agrees, severally and not jointly, to purchase from each Selling Stockholder, at a purchase price of $__ per share (the Company "purchase price per share"), the respective number of Firm Securities Shares that bears the same proportion to the number of Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which Shares set forth opposite the name of such election shall have been exercised Manager in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Shares increased as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled Section 13 hereof) bears to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities Shares to be purchased sold by the Selling Stockholders. Certificates in transferable form for the Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with The Bank of New York (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing two representatives designated by Sara Xxx Xxxdservice Holdings, Inc. and Sara Xxx Xxxndation (collectively, the "Sara Xxx Xxxling Stockholders"), as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers. If any Selling Stockholder that is a natural person shall die or be incapacitated or, with respect to any Selling Stockholder that is not a natural person, a liquidation, dissolution, winding up or similar event (a "Liquidation") shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Managers by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the date on which Custody Agreement as if such Optional Securities are to be delivereddeath or incapacity or Liquidation had not occurred, as determined by you but in no event earlier than regardless of whether or not the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two Attorneys-in-Fact or later than ten business days after the date any Manager shall have received notice of such notice.death, incapacity or Liquidation. Each Attorney-in-Fact is authorized, on behalf of each of the Selling

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the "purchase price per Security share"), the number of Initial Securities set forth in clause Schedule II opposite the name of such Underwriter (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Initial Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase increased as set forth in Schedule I hereto opposite its name and Section 12 hereof). Upon the denominator of which is the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, that number of Initial Securities which bears the same proportion to the number of Initial Securities set forth opposite the name of such Selling Stockholder as the number of Initial Securities set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Initial Securities increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Initial Securities to be sold by the Company. Upon the basis of the representations, provided that warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Company also agrees to sell to the Underwriters, and the Underwriters shall have the right to purchase from the Company, at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice from you prior to 5:00 P.M., Chicago time, on the Company30th day after (i) the later of the date upon which the Original Registration Statement and any Rule 462(b) Registration Statement become effective, given within a period of 30 calendar days after if the Company has elected not to rely on Rule 430A, or (ii) the date of this Agreement, setting if the Company has elected to rely on Rule 430A (or, if such 30th day shall 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 390,000 Option Securities. Option Securities may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Securities. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Option Securities (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the total number of Option Securities to be sold by the Company as the number of Initial Securities to be sold by the Company set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Initial Securities increased as set forth in Section 12 hereof) bears to the aggregate number of Optional Initial Securities to be purchased and sold by the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCompany.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agreesof the Selling Stockholders agree, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, you and each Underwriter agreesof you agree, severally and not jointly, to purchase from the Company, and each of the Selling Stockholders, at the a purchase price of $_______ per Security set forth in clause (a) of this Section 2Firm Share, that portion of the number of Optional Securities as to which such election shall have been exercised Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the aggregate number of Optional Securities Firm Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite their respective names in Schedule I hereto by a fraction, the numerator of which is the maximum aggregate number of Optional Securities which such Underwriter is entitled Firm Shares to purchase be purchased by each of you as set forth opposite your respective names in Schedule I hereto opposite its name and the denominator of which is the maximum aggregate number of Optional Securities that all of Firm Shares to be purchased from the Underwriters are entitled to purchase Company and the Selling Stockholders hereunder. The Company hereby grants Subject to the Underwriters terms and conditions herein set forth, the Company agrees to sell to you, and you shall have the right to purchase at their election from the Company, up to 300,000 Optional Securities, 217,593 Additional Shares at the a purchase price of $_____ per Security Additional Share. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each of you, severally, agrees to purchase from the Company that proportion (subject to such adjustments as you may both determine to avoid fractional Additional Shares) of the number of Additional Shares to be purchased which the number of Firm Shares set forth opposite your name in Schedule II bears to the paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared by purchased from the Company and payable on the Firm Securities but not payable on the Optional SecuritiesSelling Stockholders hereunder. Any such election to purchase Optional Securities Additional Shares may be exercised only by purchased at any time and from time to time on or before the thirtieth business day following the date of this Agreement upon written notice from you to the Company, given within a period of 30 calendar days after Company specifying the date of this Agreement, setting forth the aggregate number of Optional Securities Additional Shares to be purchased and purchased. You will offer the date Shares for sale at the initial public offering price set forth on which such Optional Securities are the cover of the Prospectus. After the initial public offering, you may from time to be deliveredtime increase or decrease the public offering price, as determined in your sole discretion, by you but reason of changes in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two general market conditions or later than ten business days after the date of such noticeotherwise.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company hereby agrees to issue and sell to each of the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price per share of $40.7425 (the respective “Purchase Price”), the number of Firm Securities Shares set forth opposite the name of each such Underwriter in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities Shares as provided below, the Company agrees to issue and sell to each of the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2Purchase Price, that portion of the number of Optional Securities Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities Shares by a fraction, the numerator of which is the maximum number of Optional Securities Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 450,000 Optional SecuritiesShares, at the purchase price per Security set forth Purchase Price, for the sole purpose of covering sales of shares in excess of the paragraph abovenumber of Firm Shares, provided that the purchase price per Optional Security Share shall be reduced by an amount per Security share equal to any dividends or distributions declared by the Company and payable on the Firm Securities Shares but not payable on the Optional SecuritiesShares. Any such election to purchase Optional Securities Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities Shares to be purchased and the date on which such Optional Securities Shares are to be delivereddelivered (the “Option Closing Date”), as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. The Company hereby agrees that, without the prior written consent of Xxxxxxx, Sachs & Co. on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus Supplement, (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) 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 to the Underwriters, (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 grant of options or other securities under stock plans as in effect on the date hereof, each as described in the Pricing Prospectus or (D) grants of options to purchase up to 150,000 shares of common stock as inducement grants pursuant to Nasdaq Rule 4350(i)(1)(iv), provided that none of such options becomes exercisable during the 90-day period referenced above and provided that the aggregate number of options or other securities granted under clauses (C) and (D) does not exceed the number of shares available for grant under the Company’s stock plans as of the date hereof.

Agreements to Sell and Purchase. Upon The Company and the Selling Shareholder hereby agree, severally and not jointly, to sell the Firm Shares to the Underwriters and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholder herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Shareholder at a purchase price of $____ per Share (the "purchase price per Share"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price (or such number of Firm Shares as adjusted pursuant to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Section 11 hereof). The Company hereby also agrees to sell to the several Underwriters, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder 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 225,000 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 agreesUnderwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities Additional Shares (subject to such adjustments as you may determine to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined by multiplying such which bears the same proportion to the total number of Optional Securities Additional Shares to be purchased by a fraction, the numerator of which is Underwriters as the maximum number of Optional Securities which Firm Shares set forth opposite the name of such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum (or such number of Optional Securities that all of the Underwriters are entitled Firm Shares as adjusted pursuant to purchase hereunder. The Company hereby grants Section 11 hereof) bears to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate total number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeFirm Shares.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Those Selling Stockholders identified in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom such Selling Stockholders identified in Part B of Schedule I hereto, at the purchase price per Security share, pursuant to a one-time option (the "over-allotment option") which may be exercised at any time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 390,000 Additional Shares (the maximum number of Additional Shares which each such Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon exercise of the over-allotment option shall be 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 exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares that number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees, severally and solely with respect to the Shares to be sold by such Selling Stockholder hereunder, to sell pursuant to this Agreement have been placed in custody with ChaseMellon Shareholder Services, L.L.C. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Robexx X. Xxxxxxxx xxx Davix X. Xxxxxxxx xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Stockholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon (a) (i) Each of the Company and the Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forthhereinafter stated, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase or procure the purchase from the Company and the Selling Shareholder, the respective number numbers of Firm Securities ADSs set forth in Schedule Schedules I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I II hereto opposite its name and at U.S.$. per ADS (the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder"ADS Purchase Price"). The Company hereby grants to the Underwriters the right to purchase at may, in their election up to 300,000 Optional Securitiesdiscretion, at the require that Shares be delivered in lieu of such Firm ADSs. The purchase price per Security Share shall be Hong Kong $. (the "Share Purchase Price," and with the ADS Purchase Price, the "Purchase Price"). [Any Hong Kong Securities and Futures Commission (the "SFC") transaction levy, investor compensation levy and HKSE trading fee payable on Shares underlying the ADSs or Shares delivered in lieu of ADSs pursuant to Section 3(c) below in the U.S. Offering and the International Offering (for the avoidance of doubt, including in the circumstances set forth in the paragraph above, provided that the purchase price per Optional Security Section 3(e) below) shall be reduced by an amount per Security equal to any dividends or distributions declared paid by the Company and payable on the Firm Securities but not payable on Selling Shareholder in respect of the Optional Securities. Any such election to purchase Optional Securities may be exercised only ADSs or Shares sold by written notice from you to the Companythem, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree and the Selling Shareholder hereby authorize the Underwriters to deduct for each Share sold by them (including Shares represented by the ADSs) an amount equal to such SFC transaction levy, investor compensation levy and HKSE trading fee (equal to 0.005%, 0.002% and 0.005%, respectively, of the price to be paid by public investors in writingthe Hong Kong Public Offering per H Share) from the proceeds of the U.S. Offering and International Offering in respect of the ADSs or Shares sold by them, earlier than two or later than ten business days after and the date of Underwriters shall pay such noticeamount to the HKSE.]

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby each Selling Shareholder, severally and not jointly, agrees to sell to the several Underwriters, each Manager and each Underwriter Manager agrees, severally and not jointly, to purchase from each Selling Shareholder, at a purchase price of $[____] per share (the Company "purchase price per share"), the respective number of Firm Securities Shares that bears the same proportion to the number of Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which Shares set forth opposite the name of such election shall have been exercised Manager in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Shares increased as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled Section 12 hereof) bears to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities Shares to be purchased sold by the Selling Shareholders. Certificates in transferable form for the Shares that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First Chicago Trust Company of New York (the "Custodian") for delivery under this Agreement pursuant to a Selling Shareholder's Custody Agreement (the "Custody Agreement") and a Selling Shareholder's Irrevocable Power of Attorney (the "Power of Attorney") executed by each of the Selling Shareholders appointing Xxxxxx X. Xxxxx, Xxxxxx Xxxx and Xxxxxx Given as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement and Power of Attorney shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death, incapacity, dissolution or liquidation of any Selling Shareholder or the occurrence of any other event (including, without limitation, the termination of any trust or estate). If any Selling Shareholder shall die or become incapacitated, dissolved, liquidated or terminated or if any other such event shall occur before the delivery of the Shares hereunder and completion of the transactions contemplated hereby, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Custodian or the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the date on which Custody Agreement, and such Optional Securities are to actions shall be deliveredvalid as if such death, as determined by you but in no incapacity, dissolution, liquidation, termination or other event earlier than had not occurred, regardless of whether or not the First Closing Date (as defined in Section 4 hereof) or, unless you and Custodian or the Company otherwise agree in writing, earlier than two Attorneys-in-Fact or later than ten business days after the date any Manager shall have received notice of such noticedeath, incapacity, dissolution, liquidation, termination or other event.

Agreements to Sell and Purchase. Upon The Selling Stockholder and the Company, severally and not jointly, hereby agree, subject to all the terms and conditions set forth herein, to sell 2,750,000 shares of Common Stock and 1,000,000 shares of Common Stock, respectively, to the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all of the terms and conditions set forth herein, each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder and the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at a purchase price of $10.6875 per share (the "Purchase Price"). On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the conditions herein set forthits terms and conditions, (a) the Company hereby also agrees to issue and sell to the several UnderwritersUnderwriters up to 562,500 Additional Shares, and the Underwriters shall have a one-time right to purchase up to an aggregate of 562,500 Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the respective number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price bears to the Underwriters total number of $24.2125 per Security Firm Shares. The Company and the Selling Stockholder hereby agree to, and the Company and the Selling Stockholder shall, concurrently with the execution of this Agreement, deliver agreements executed by (i) each of the directors and officers of the Company, (ii) the Company and (biii) the Selling Stockholder pursuant to which each such person agrees, except as provided in the event and Prospectus, not to the extent that the Underwriters shall exercise the election offer, sell, contract to purchase Optional Securities as provided belowsell, grant any option to purchase, or otherwise dispose of any common stock of the Company agrees or any securities convertible into or exercisable or exchangeable for such common stock (or, in the case of the Company, file any registration statement under the Securities Act with respect to sell any of the foregoing), except to the several UnderwritersUnderwriters pursuant to this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within for a period of 30 calendar 180 days after the date of this Agreementthe Prospectus without the prior written consent of X.X.Xxxxxxx & Co. Inc. Notwithstanding the foregoing, setting forth during such period the aggregate number Company may issue shares of Optional Securities Common Stock or grant options to be purchased purchase shares of Common Stock pursuant to employee benefit plans and issue shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, you and each Underwriter agreesof you agree, severally and not jointly, to purchase from the Company, at the a purchase price of $4.95 per Security set forth Firm Share (net of underwriting discounts and commissions) or, as applicable, solely for the purpose of covering over-allotments made in clause (a) connection with the offering of this Section 2the Firm Shares, that portion of Additional Company Share, the number of Optional Securities as to which such election shall have been exercised Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the aggregate number of Optional Securities Firm Shares or Additional Company Shares to be sold by a fraction, the numerator of which is the maximum aggregate number of Optional Securities which such Underwriter is entitled Firm Shares or Additional Company Shares to purchase be purchased by each of you as set forth opposite your respective names in Schedule I hereto opposite its name and the denominator of which is the maximum aggregate number of Optional Securities that all of the Underwriters are entitled Firm Shares or Additional Company Shares to purchase be purchased hereunder. The Company hereby grants Subject to the Underwriters terms and conditions herein set forth, Xxx and Woo each agrees to sell to you, and you shall have the right to purchase at their election from Xxx and Xxx, up to 300,000 Optional Securities, an aggregate of 100,000 Additional Selling Stockholder Shares at the a purchase price of $5.00 per Security Additional Selling Stockholder Share. Additional Selling Stockholder Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Selling Stockholder Shares are to be purchased, each of you, severally, agrees to purchase from each of Messrs. Xxx and Woo that proportion (subject to such adjustments as you may both determine to avoid fractional Additional Selling Stockholder Shares) of the number of Additional Selling Stockholder Shares to be purchased which the number of Firm Shares set forth opposite your name in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal Schedule I bears to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities Firm Shares to be purchased and from the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.Company

Agreements to Sell and Purchase. Upon The Trust hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Offerors herein contained, but contained and subject to all the terms and conditions set forth herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company Trust, at a purchase price of $[ ] per Firm Preferred Security, plus accrued distributions, if any from [ ], 1997, the respective number of Firm Preferred Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name(or such number of Firm Preferred Securities increased as set forth in Section 10 hereof). The Company agrees that, at in view of the purchase price fact that the proceeds of the sale of the Preferred Securities will be invested in the Convertible Debentures, it shall pay to the Underwriters as compensation ("Underwriters' Compensation") for their arranging the investment of the proceeds therein, on the Closing Date, $24.2125 [ ] per Security and (b) in the event and to the extent that the Firm Preferred Security. The Underwriters shall exercise the election to purchase Optional Securities as provided below, inform the Company agrees in writing on the Closing Date of the aggregate number of Firm Preferred Securities so sold. The Trust also agrees, subject to all the terms and conditions set forth herein, to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from upon the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion basis of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fractionrepresentations, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name warranties and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.5

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the a purchase price of $56.07 per Security Share (the "Purchase Price Per Share"), the number of Firm Shares which bears the same proportion to the total number of Firm Shares being sold by the Company (6,000,000) as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in clause Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders (a) 8,030,187). Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder severally agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of this Section 2the representations, that portion warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Purchase Price Per Share the number of Optional Securities Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by a fractionthe Company and the Selling Stockholders (8,030,187). The Company and the Selling Stockholders also severally agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the numerator Underwriters shall have the right to purchase from the Company and the Selling Stockholders, at the Purchase Price Per Share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the prospectus supplement relating to the offering of the Shares (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq National Market are open for trading), up to 900,000 Additional Shares of Class A Common Stock from the Company and an aggregate of 304,528 Additional Shares of Class A Common Stock from the Selling Stockholders as set forth on Schedule I. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Shares. Upon any exercise of the over-allotment option, subject to such adjustments as you may determine in order to avoid fractional shares, each Underwriter, severally and not jointly, agrees first to purchase from each of the Selling Stockholders, in proportions equal to those of the maximum numbers of Additional Shares made available by the Selling Stockholders for the over-allotment option, at the Purchase Price Per Share, that number of Additional Shares which is bears the same proportion to the total number of Additional Shares being sold by such party pursuant to the over-allotment option as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders (8,030,187) and second, to purchase from the Company, in proportions equal to those of the maximum number of Optional Securities Additional Shares made available by the Company for the over-allotment option, at the Purchase Price Per Share, that number of Additional Shares which bears the same proportion to the total number of Additional Shares being sold by the Company pursuant to the over-allotment option as the number of Firm Shares set forth opposite the name of such Underwriter is entitled to purchase in Schedule II hereto (or such number of Firm Shares increased as set forth in Schedule I hereto opposite its name and Section 12 hereof) bears to the denominator of which is the maximum aggregate number of Optional Securities that all of the Underwriters are entitled Firm Shares to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Stockholders (8,030,187). Certificates in transferable form for the Shares which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with BankBoston, N.A. (the "Custodian") for delivery under this Agreement pursuant to one or more Custody Agreements and Powers of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Anthony J. Bolland, Roy F. Coppedge, III and Richard Wallace as xxxxxx xxx xxxxxxxxs-ix-xxxx (xxx "Xttorneys-in-Xxxx"). Xxxx Xxlling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event, shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Stockholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon 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 herein set forthhereinafter stated, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from such Seller at $[·] per share (the Company “Purchase Price”) the respective number of Firm Securities Shares (subject to such adjustments to eliminate fractional shares as the Representatives 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 (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth in Schedule I hereto opposite its name, at the purchase price name of such Underwriter bears to the Underwriters total number of $24.2125 per Security Firm Shares to be sold by all of the Selling Shareholders. On the basis of the representations and (b) warranties contained in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwritersthis Agreement, and subject to its terms and conditions, each Underwriter Seller agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants sell to the Underwriters the Additional Shares, of which [·] shares are to be issued and sold by the Company and [·] shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule III hereto, and the Underwriters shall have the right to purchase at their election purchase, severally and not jointly, up to 300,000 Optional Securities, [·] Additional Shares at the purchase price per Security set forth in the paragraph abovePurchase Price, provided provided, however, that the purchase price per Optional Security amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per Security share equal to any dividends or distributions declared by the Company and payable on the Firm Securities Shares but not payable on such Additional Shares. The ​ ​ Representatives may exercise this right on behalf of the Optional Securities. Any such election Underwriters in whole or from time to purchase Optional Securities may be exercised only time in part by giving written notice from you to the Company, given within a period of Company not later than 30 calendar days after the date of this Agreement, setting forth . Any exercise notice shall specify the aggregate number of Optional Securities Additional Shares to be purchased by the Underwriters and the date on which such Optional Securities shares are to be delivered, as determined by you but in no event purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and closing date for the Company otherwise agree in writing, earlier than two Firm Shares 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 the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby agrees to issue and sell to the several Underwriters, each Manager and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Shares to be sold by the Company and the denominator of which is Selling Shareholders. Upon the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Shareholder agrees to sell to each Manager and each Manager agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Shareholder, at the purchase price per Security share, the number of Shares that bears the same proportion to the number of Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Shares increased as set forth in Section 12 hereof) bears to the paragraph above, provided that the purchase price per Optional Security shall aggregate number of Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Shareholders. Certificates in transferable form for the Shares that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with State Street Bank and Trust Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing J. Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxxx, as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Manager shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Shareholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you this Agreement. Each Attorney-in-Fact agrees to perform his duties under the CompanyCustody Agreement. Each Manager represents, given within a period warrants, covenants and agrees that, except as contemplated under Section 2 of 30 calendar days after the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of this Agreementany U.S. or Canadian Person, setting forth (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any Prospectus in the aggregate number United States or Canada or to any U.S. or Canadian Person, and (iii) any offer of Optional Securities Shares will be made only pursuant to be purchased and an exemption from the date on requirement to file a prospectus in, or in compliance with the laws of, the relevant jurisdiction in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter 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 herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder at a purchase price of $__ per share (the Company "purchase price per share") the respective number of Firm Securities Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite its name, at the purchase price name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 13 hereof) bears to the Underwriters aggregate number of $24.2125 per Security and (b) Firm Shares to be sold by the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, upon the event and to basis of the extent that agreements of the Underwriters shall exercise herein contained and subject to all the election to purchase Optional Securities as provided belowterms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and, upon the basis of the representations, warranties and each Underwriter agreesagreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, severally and not jointly, the Underwriters shall have the right to purchase from the CompanySelling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security set forth in clause share, pursuant to an option (athe "over-allotment option") of this Section 2which may be exercised at any time and from time to time prior to 9:00 P.M., that portion New York City time, on the 30th day after the date of the number U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading) (the "Option Expiration Date"), up to an aggregate of Optional Securities as to which such election shall have been exercised 709,028 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities Additional Shares which such Underwriter each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is entitled set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all upon any exercise of the Underwriters are entitled over-allotment option shall be provided by each Selling Stockholder who has agreed to purchase hereunder. The Company hereby grants sell Additional Shares in proportion to the Underwriters respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.over-allotment option,

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Stockholder herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder. Subject to such adjustments as you may determine in order to avoid fractional shares, the Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities as to which such election shall have been exercised (Firm Shares to be adjusted sold by you so the Selling Stockholder as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholder. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 570,000 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeSelling Stockholder.

Agreements to Sell and Purchase. Upon The Company, subject to the conditions hereinafter stated, hereby agrees to sell to the several Initial Purchasers, and each Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forthhereinafter stated, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number principal amounts of Firm Securities set forth in Schedule I hereto opposite its name, name at the a purchase price to the Underwriters of $24.2125 483.75 per Security and share of the Convertible Preferred Stock (b) in the "PURCHASE PRICE"). In the event and to the extent that the Underwriters Initial Purchasers shall exercise the election to purchase Optional Option Securities as provided below, the Company agrees to issue and sell to each of the several UnderwritersInitial Purchasers, and each Underwriter of the Purchasers agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security share set forth in clause (a) the first sentence of this Section 2, that portion of the number of Optional Option Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Option Securities by a fraction, the numerator of which is the maximum number of Optional Option Securities which such Underwriter Initial Purchaser is entitled to purchase as set forth opposite the name of such Initial Purchaser in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Option Securities that all of the Underwriters Initial Purchasers are entitled to purchase hereunder. The Company hereby grants to the Underwriters Initial Purchasers the right to purchase at their election up to 300,000 Optional 50,000 Option Securities, in aggregate, at the purchase price per Security share set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Option Securities may be exercised only by written notice from you to the Company, given within a period of 30 thirty calendar days after the date of this Agreement, setting forth the aggregate number of Optional Option Securities to be purchased and the date on which such Optional Option Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. The Company shall not and shall cause its directors, executive officers and certain other stockholders of the Company to not (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 equity securities or any securities convertible into or exercisable or exchangeable for equity securities 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 equity securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of equity securities or such other securities, in cash or otherwise, for a 90-day period after the date of the Final Memorandum, without the prior written consent of Morgan Stanley & Co. Incorporated, other than (i) the Xxxxxxtixx xxxxred hereby, (ii) the shares of Common Stock issuable upon conversion of the Securities, or (iii) the issuance by the Company of shares of Common Stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of the Final Memorandum of which the Initial Purchasers have been advised in writing or (iv)shares of Common Stock or Class A Common Stock of the Company issued in connection with the Acquisition Agreement and ancillary agreements thereto (as described in the Memorandum).

Agreements to Sell and Purchase. Upon Subject to such adjustments as ------------------------------- you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholders. The Company hereby grants and the Selling Stockholders also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company and the Selling Stockholders, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at --------------------- any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 600,000 Additional Shares from the Company and up to an aggregate of 150,000 shares from the Selling Stockholders (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Schedule I). Additional Shares may be purchased only for the paragraph above, provided that purpose of covering over- allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase price per Optional Security upon any exercise of the over-allotment option shall be reduced by an amount per Security equal to any dividends or distributions declared provided by the Company and payable on by each Selling Stockholder in proportion to the Firm Securities but respective maximum numbers of Additional Shares which the Company and each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not payable on the Optional Securities. Any such election jointly, agrees to purchase Optional Securities from the Company and the Selling Stockholders the number of Additional Shares (subject to such adjustments as you may be exercised only by written notice from you determine in order to avoid fractional shares) which bears the same proportion to the Company, given within a period number of 30 calendar days after Additional Shares to be sold by the date Company and the Selling Stockholders as the number of this Agreement, setting Firm Shares set forth 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 aggregate number of Optional Securities Firm Shares to be purchased sold by the Company and the date Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with [the Company] (the "Custodian") for --------- delivery under this Agreement pursuant to a Custody Agreement (the "Custody ------- Agreement") and Power of Attorney (the "Power of Attorney") executed by each of --------- ----------------- the Selling Stockholders appointing Xxxxxx X. Xxxxxx as agent and attorney-in- fact (the "Attorney-in-Fact"). Each Selling Stockholder agrees that (i) the ---------------- Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorney-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorney-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Selling Stockholder agrees the Attorney-in-Fact is authorized, on which behalf of each of such Optional Securities are Selling Stockholder, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be deliveredsold hereunder by such Selling Stockholder, as determined by you but in no event earlier than to make delivery of the First Closing Date (as defined in Section 4 hereof) orcertificates for such Shares, unless you and to receive the Company otherwise agree in writing, earlier than two or later than ten business days after proceeds of the date sale of such noticeShares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Agreements to Sell and Purchase. Upon Subject to any adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $___ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Optional Securities as to which Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of shares to be sold by the Company and the denominator of which is Selling Stockholders. Subject to any adjustments as you may determine to avoid fractional shares, each Selling Stockholder hereby agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth 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 paragraph aboveaggregate number of shares to be sold by the Company and the Selling Stockholders. The Company also agree, provided that subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.be

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholders herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Shareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Shareholder agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, from each Selling Shareholder at the purchase price per Security share that number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Shareholders. Certificates in transferable form for the Shares (including any Additional Shares) that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with [FIRST UNION NATIONAL BANK] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing [J.M. XXXXXXXX, XX. XXX BRET X. XXXXXX] xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Shareholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Sellers herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agreesUnderwriter, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Sellers herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees to purchase from each Selling Stockholder at the purchase price share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of each such Selling Stockholder in Schedule I hereto opposite its name and as the denominator of which is the maximum number of Optional Securities that all Firm Shares set forth 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 Underwriters are entitled aggregate number of Firm Shares to purchase hereunderbe sold by the Sellers. The Company hereby grants and the Selling Stockholders also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company and the Selling Stockholders, at the purchase price per Security set forth share, pursuant to an option (the "over-allotment option") which may be exercised, in the paragraph abovewhole or in part, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal at any time and from time to any dividends or distributions declared by the Company and payable time prior to 9:00 p.m., Nashville, Tennessee time, on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting if such 30th day shall 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 375,000 Additional Shares of which up to an aggregate of 229,410 may be purchased from the Company and of which up to an aggregate of 145,590 may be purchased from the Selling Stockholders. The maximum number of Additional Shares subject to sale by each Selling Stockholder shall be as set forth opposite the name of such Selling Stockholder on Schedule I hereto. Additional Shares may be purchased solely to cover over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, on a pro rata basis, the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 10 hereof) bears to the aggregate number of Optional Securities Firm Shares. Certificates in transferable form for the Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with [name] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Mark X. Xxxxxx xxx Kennxxx X. Xxxxx, Xx. xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and the other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares to be purchased sold by such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the date Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact represents that he is authorized, on which such Optional Securities are behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be deliveredsold hereunder by such Selling Stockholder, as determined by you but in no event earlier than to make delivery of the First Closing Date (as defined in Section 4 hereof) orcertificates for such Shares, unless you and to receive the Company otherwise agree in writing, earlier than two or later than ten business days after proceeds of the date sale of such noticeShares, to give receipts for such proceeds, to pay therefrom any expense to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other actions as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform its duties under the Custody Agreement.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the conditions herein set forthits terms and conditions, (ai) the Company hereby agrees to issue and sell 3,000,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the several Underwriters, number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per share of $______ (the Company "Purchase Price") the respective number of Firm Securities Shares (subject to such adjustments to eliminate fractional shares as you may determine) 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 opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price bears to the Underwriters total number of $24.2125 per Security Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) each Selling Stockholder agrees to sell up to the number of Additional Shares set forth opposite such Selling Stockholder's name on Schedule II hereto and (bii) in the event and to the extent that the Underwriters shall exercise have the election right to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agreespurchase, severally and not jointly, up to purchase an aggregate 550,000 Additional Shares from the Company, Selling Stockholders at the purchase price per Security set forth Purchase Price. The Additional Shares may be purchased solely for the purpose of covering over- allotments made in clause (a) of this Section 2, that portion connection with the offering of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderFirm Shares. The Company hereby grants to the Underwriters the may exercise their right to purchase at their election up the Additional Shares in whole or in part from time to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced time by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by giving written notice from you thereof to the Company, given either Attorney-in-Fact (as hereinafter defined) within a period of 30 calendar days after the date of this Agreement, setting forth . You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Optional Securities Additional Shares to be purchased pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such Optional Securities are to notice shall be delivered, as determined by you but in a business day (i) no event earlier than the First Closing Date (as defined in Section 4 hereofhereinafter defined), (ii) or, unless you and the Company otherwise agree in writing, earlier than two or 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, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule II bears to the total number of Firm Shares sold by the Selling Stockholders. 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 Stockholder and (ii) each stockholder listed on Annex I hereto, pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such noticeperiod (i) the Company may grant stock options pursuant to the Company's existing stock option plans and (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.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the conditions herein set forthits terms and conditions, (ai) the Company hereby agrees to issue and sell 2,000,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the several Underwriters, number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per share of $ (the Company "Purchase Price") the respective number of Firm Securities Shares (subject to such adjustments to eliminate fractional shares as you may determine) 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 opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price bears to the Underwriters total number of $24.2125 per Security Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (bi) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell up to Additional Shares, (ii) certain of the several Underwriters, and each Underwriter agreesSelling Stockholders agree, severally and not jointly, to purchase sell up to the number of Additional Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate of 600,000 Additional Shares from the CompanyCompany and those Selling Stockholders who have agreed to sell Additional Shares, at the purchase price per Security set forth Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in clause (a) of this Section 2, that portion connection with the offering of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderFirm Shares. The Company hereby grants to the Underwriters the may exercise their right to purchase at their election up Additional Shares in whole or in part from time to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced time by an amount per Security equal giving written notice thereof to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Optional Securities Additional Shares to be purchased pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such Optional Securities are to notice shall be delivered, as determined by you but in a business day (i) no event earlier than the First Closing Date (as defined in Section 4 hereofhereinafter defined), (ii) or, unless you and the Company otherwise agree in writing, earlier than two or 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. The maximum number of Additional Shares to be purchased from each such Selling Stockholder is set forth on SCHEDULE II hereto. If less than the maximum number of Additional Shares are to be purchased hereunder, each of the Company and such Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the maximum number of Additional Shares to be sold by each of the Company or such Selling Stockholders bears to the total number of Additional Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company and such Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company and such Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. 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 and (ii) each stockholder of the Company, pursuant to which each such person agrees not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, during such noticeperiod (i) the Company may grant stock options pursuant to the Company's existing stock option plan described in the Prospectus and (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.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 450,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each U.S. Underwriter 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 herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agreesU.S. Underwriter, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder hereby agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each U.S. Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each U.S. Underwriter, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, the number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto also agree, provided that subject to all the terms and conditions set forth herein, to sell to the U.S. Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the U.S. Underwriters shall have the right to purchase from the Company and the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Optional Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be reduced 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 [ ]00,000 Additional Shares from the Company and up to an aggregate of [ ]00,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by an amount per Security equal the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the U.S. Underwriters elect to purchase upon any dividends or distributions declared exercise of the over-allotment option shall [be provided by the Company and payable on by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the Firm Securities but respective maximum numbers of Additional Shares each such Selling Stockholder has agreed to sell].* Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not payable on the Optional Securities. Any such election jointly, agrees to purchase Optional Securities from the Company and each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may be exercised only by written notice from you determine in order to avoid fractional shares) which bears the same proportion to the Company, given within a period number of 30 calendar days after Additional Shares to be sold by the date Company and each Selling Stockholder who has agreed to sell Additional Shares as the number of this Agreement, setting Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Optional Securities Firm Shares to be purchased sold by the Company and the Selling Stockholders. Certificates in transferable form for the U.S. Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with [ ] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (collectively, the "Custody Agreement") executed by each of the Selling Stockholders appointing ____________________ * Alternatively - could be allocated all to Company first. [ ] and [ ] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the U.S. Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the U.S. Shares hereunder, certificates for the U.S. Shares of such Selling Stockholder shall be delivered to the U.S. Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the U.S. Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such U.S. Shares, to receive the proceeds of the sale of such U.S. Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale of such U.S. Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date on hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon Subject to such adjustments as the Underwriters may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $18.00 per share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities as to which such election shall have been exercised (Firm Shares to be adjusted sold by you so such Selling Stockholder as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholders. The Company hereby grants also agrees, subject to all the Underwriters terms and conditions set forth herein, to sell to each Underwriter, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the NASDAQ National Market is open for trading), up to an aggregate of 450,000 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as the Underwriter may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 14 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders also agree, provided that subject to all the terms and conditions set forth herein, to sell to each Underwriter, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter shall have the right to purchase from the Selling Stockholders, at the purchase price per Optional Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be reduced a Saturday or Sunday or a holiday, on the next business day thereafter when the NASDAQ National Market is open for trading), up to an aggregate of 840,000 Additional Shares from the Selling Stockholders. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholders the number of Additional Shares (subject to such adjustments as the Underwriter may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by an amount per Security equal such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 13 hereof) bears to any dividends or distributions declared the aggregate number of Firm Shares to be sold by the Company and payable the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with the Company as custodian (the "Custodian") for delivery under this Agreement pursuant to the custody agreement (the "Custody Agreement") executed by each of the Selling Stockholders. Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Stockholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Custodian in accordance with the terms and condition of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding, distribution of assets or other event had not occurred, regardless of whether or not the Custodian or any Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. The Custodian is authorized, on behalf of each of the Firm Securities but not payable on respective Selling Stockholders, to make delivery of the Optional Securities. Any certificates for such election Shares and to purchase Optional Securities take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . The Custodian agrees to perform its duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[00.00] per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, from each Selling Stockholder at the purchase price per Security share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth 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 paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company also agrees, provided that subject to all the terms and conditions set forth herein, 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 to purchase from the Company at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of the Prospectus (or, if such 30th day shall 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 191,250 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Certificates in transferable form for the Shares which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with [ ] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each U.S. Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each U.S. Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each U.S. Underwriter, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, the number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, provided that subject to all the terms and conditions set forth herein, to sell to the U.S. Underwriters, and, upon the basis of the representations, warranties and agreements of the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the U.S. Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over- allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe U.S. Prospectus (or, setting if such 30th day shall 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 1,065,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be 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 U.S. Underwriter, 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 as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Optional Securities Firm Shares to be purchased sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First Union National Bank of North Carolina (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxxxx Xxxxxxxxxxx and Xxxxx X. Xxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Stockholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date on hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Manager 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each Manager and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Manager, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Stockholders. Certificates in transferable form for the Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First Union National Bank of North Carolina (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxxxxx Xxxxxxxxxxx and Xxxxx X. Xxxxx, as agents and attorneys-in- fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Stockholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Manager shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney- in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Stockholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholder herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Shareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, the Selling Shareholder hereby agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Shareholder. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised in whole or in part at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 390,000 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by the Company as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on Selling Shareholder. Certificates in transferable form for the Optional SecuritiesShares which the Selling Shareholder agrees to sell pursuant to this Agreement have been placed in custody with the transfer agent for the Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by the Selling Shareholder appointing [R. Stevxx Xxxxxx, Xxugxxx X. Xxxxx, Xxnaxx X. Xxxxxxxx xxx ______________] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Any such election The Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to purchase Optional Securities may be exercised only by written notice from you the Custody Agreement are subject to the interests of the Underwriters and the Company, given within a period (ii) the arrangements made by the Selling Shareholder for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of 30 calendar days after the date Selling Shareholder hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the dissolution of the Selling Shareholder or the occurrence of any other event. If the Selling Shareholder shall be dissolved or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this AgreementAgreement and the Custody Agreement as if such dissolution or other event had not occurred, setting forth regardless of whether or not the aggregate number Attorneys-in-Fact or any Underwriter shall have received notice of Optional Securities such dissolution or other event. Each Attorney-in-Fact is authorized, on behalf of the Selling Shareholder, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be purchased and sold hereunder by such Selling Shareholder, to make delivery of the date on which certificates for such Optional Securities are Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be delivered, as determined borne by you but such Selling Shareholder in no event earlier than connection with the First Closing Date (as defined in Section 4 hereof) or, unless you sale and the Company otherwise agree in writing, earlier than two or later than ten business days after the date public offering of such noticeShares, to distribute the balance thereof to such Selling Shareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Upon The Company and the Selling Shareholder (in accordance with Schedule II hereof) hereby agree, severally and not jointly, to sell the Firm Shares to the Underwriters and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholder herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Shareholder at a purchase price of $____ per Share (the "purchase price per Share"), the aggregate number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at (or such number of Firm Shares as adjusted pursuant to Section 11 hereof). The Company and the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agreesSelling Shareholder hereby also agree, severally and not jointly, to sell to the Underwriters, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder 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, Company and the Selling Shareholder up to an aggregate of 675,000 Additional Shares (in accordance with Schedule II hereof) at the purchase price per Security set forth Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in clause (a) connection with the offering of this Section 2the Firm Shares. If any Additional Shares are to be purchased, that portion of each Underwriter, severally and not jointly, agrees to purchase the number of Optional Securities Additional Shares (subject to such adjustments as you may determine to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined by multiplying such which bears the same proportion to the total number of Optional Securities Additional Shares to be purchased by a fraction, the numerator of which is Underwriters as the maximum number of Optional Securities which Firm Shares set forth opposite the name of such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum (or such number of Optional Securities that all Firm Shares as adjusted pursuant to Section 11 hereof) bears to the total number of Firm Shares. Upon any election by the Underwriters are entitled to purchase hereunder. The Company hereby grants to less than all the Underwriters the right to purchase at their election up to 300,000 Optional SecuritiesAdditional Shares, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities Additional Shares to be purchased from the Company and the date on which such Optional Securities are aggregate number of Additional Shares to be delivered, as determined purchased from the Selling Shareholder by you but all the Underwriters shall be in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.same

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby agrees to issue and sell to the several Underwriters, each U.S. Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Upon the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees, severally and not jointly, to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Upon the basis of the representations, provided that warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Selling Stockholders also agree to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Selling Stockholders, at the purchase price per Optional Security share, pursuant to an option (the "over- allotment option") which may be exercised prior to 5:00 p.m., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be reduced 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 2,400,000 Additional Shares. The maximum number of Additional Shares that each Selling Stockholder agrees to sell upon the exercise by an amount per Security equal the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Schedule I hereto. The number of Additional Shares that the U.S. Underwriters elect to purchase upon any dividends exercise of the over-allotment option shall be provided by each Selling Stockholder in proportion to the respective maximum number of Additional Shares that each Selling Stockholder has agreed to sell. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or distributions declared such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and payable on the Firm Securities but not payable on Selling Stockholders. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of this Agreementanyone other than a U.S. or Canadian Person, setting forth (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the aggregate number United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Optional Securities Shares in Canada will be made only pursuant to be purchased and an exemption from the date on requirement to file a prospectus in the relevant province of Canada in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject Subject to the terms and conditions herein set forth, (a) the Company hereby agrees to issue and sell to each of the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameCompany, at the purchase price to set forth in Schedule III hereto, the Underwriters principal amount of $24.2125 per Security Securities set forth opposite the name of such Underwriter in Schedule I hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price per Security set forth in clause (a) of this Section 2, that portion of the number aggregate principal amount of the Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) fractions of $1,000), determined by multiplying such number aggregate principal amount of Optional Securities by a fraction, the numerator of which is the maximum number aggregate principal amount of Optional Securities which that such Underwriter Underwriters is entitled to purchase as set forth opposite the name of such Underwriters in Schedule I hereto opposite its name and the denominator of which is the maximum number aggregate principal amount of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 $22,500,000 aggregate principal amount of Optional Securities, at the purchase price per Security set forth in clause (a) of the first paragraph above, provided that of this Section 2 for the purchase price per Optional Security shall be reduced by an sole purpose of covering sales of Securities in excess of the aggregate principal amount per Security equal to any dividends or distributions declared by the Company and payable on the of Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may only be exercised only once, must settle within 12 calendar days after the First Closing Date and must be exercised by written notice from you the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, Company setting forth the aggregate number principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but the Representatives which shall in no event be earlier than the First Closing Date (as defined in Section 4 5 hereof) or). The Company hereby agrees that, unless you and without the Company otherwise agree in writingprior written consent of the Underwriters, earlier than two or later than ten business it will not, during the period ending 75 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 securities of the Company that are substantially similar to the Securities or the Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Securities or Stock; (ii) file any registration statement with the Commission relating to the offering of any securities of the Company that are substantially similar to the Securities or the Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Securities or 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 Securities or the Stock, whether any such noticetransaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Securities, Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the issuance by the Company of shares of Stock, any option to purchase shares of Stock or any securities convertible into or exercisable or exchangeable for Stock to directors, officers and employees of the Company and its subsidiaries pursuant to bonus, option, incentive, employee stock purchase or other compensatory plans of the Company existing on the date hereof that are described in the Pricing Disclosure Package or filed as an exhibit to the Registration Statement.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the conditions herein set forthits terms and conditions, (ai) the Company hereby agrees to issue and sell 2,700,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the several Underwriters, number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per share of $__________ (the Company "Purchase Price") the respective number of Firm Securities Shares (subject to such adjustments to eliminate fractional shares as you may determine) 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 opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price bears to the Underwriters total number of $24.2125 per Security Firm Shares. On the basis of the representations and (b) warranties contained in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwritersthis Agreement, and each Underwriter agreessubject to its terms and conditions, (i) certain of the Selling Stockholders agree, severally and not jointly, to purchase sell up to the number of Additional Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate of 660,000 Additional Shares from the Companythose Selling Stockholders who have agreed to sell Additional Shares, at the purchase price per Security set forth Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in clause (a) of this Section 2, that portion connection with the offering of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderFirm Shares. The Company hereby grants to the Underwriters the may exercise their right to purchase at their election up Additional Shares in whole or in part from time to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced time by an amount per Security equal giving written notice thereof to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Optional Securities Additional Shares to be purchased pursuant to such exercise and the date on which for payment and delivery thereof. The date specified in any such Optional Securities are to notice shall be delivered, as determined by you but in a business day (i) no event earlier than the First Closing Date (as defined in Section 4 hereofhereinafter defined), (ii) or, unless you and the Company otherwise agree in writing, earlier than two or 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. The maximum number of Additional Shares to be purchased from each such Selling Stockholder is set forth on Schedule II hereto. If less than the maximum number of Additional Shares are to be purchased hereunder, each of such Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional 3 Shares to be purchased by the Underwriters as the maximum number of Additional Shares to be sold by each of such Selling Stockholders bears to the total number of Additional Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from such Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from such Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. 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 and (ii) each stockholder of the Company, pursuant to which each such person agrees not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, during such noticeperiod (i) the Company may grant stock options pursuant to the Company's existing stock option plan described in the Prospectus and (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.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the conditions herein set forthits terms and conditions, (a) the Company hereby agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriter agreesthe Initial Purchasers agree, severally and not jointly, to purchase from the Company (i) the Senior Notes in the respective number of Firm Securities principal amounts set forth in opposite their names on Schedule I hereto opposite its namehereto, plus such amount as they may individually become obligated to purchase pursuant to Section 9 hereof, at the a purchase price equal to 98.588% of the principal amount of the Senior Notes, together with accrued interest, if any, to the Underwriters of $24.2125 per Security Closing Date (the "Senior Note - 2 - Purchase Price") and (bii) the Senior Subordinated Notes in the event and respective principal amounts set forth opposite their names on Schedule II hereto, plus such amount as they may individually become obligated to purchase pursuant to Section 9 hereof, at a purchase price equal to 97.869% of the principal amount of the Senior Subordinated Notes, together with accrued interest, if any, to the extent Closing Date (the "Senior Subordinated Note Purchase Price" and, together with the Senior Note Purchase Price, the "Purchase Price"). The Initial Purchasers will offer the Senior Notes to Eligible Purchasers initially at a price equal to 99.962% of the principal amount thereof. The Initial Purchasers will offer the Senior Subordinated Notes to Eligible Purchasers initially at a price equal to 99.612% of the principal amount thereof. Such prices may be changed at any time without notice. The Initial Purchasers have advised the Company that the Underwriters shall exercise Initial Purchasers will make offers (the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a"Exempt Resales") of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, purchased hereunder on the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security terms set forth in the paragraph aboveOffering Memorandum, provided that as amended or supplemented, solely to (i) persons whom the purchase price per Optional Security shall Initial Purchaser reasonably believe to be reduced by an amount per Security equal "qualified institutional buyers" as defined in Rule 144A under the Act ("QIBs") and (ii) to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election persons permitted to purchase Optional the Securities may be exercised only by written notice from you in offshore transactions in reliance upon Regulation S under the Act (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and (ii) being referred to herein as the Company"Eligible Purchasers"). Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and dated the date on which Closing Date, in substantially the form of Exhibit A hereto, for so long as such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date constitute "Transfer Restricted Securities" (as defined in Section 4 hereofthe Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "Commission") orunder the circumstances set forth therein, unless you a registration statement (the "Registration Statement") relating to the Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Securities, and the Company otherwise agree in writing, earlier than two or later than ten business days after Registration Rights Agreement are hereinafter sometimes referred to collectively as the date of such notice"Operative Documents."

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholder herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[________] per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Shareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, the maximum number of Optional Securities that Selling Shareholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to from the Underwriters the right to purchase at their election up to 300,000 Optional Securities, Selling Shareholder at the purchase price per Security share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeSelling Shareholder.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Sellers herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the "purchase price per share"), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Sellers. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Sellers herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name and Section 12 hereof) bears to the denominator of which is the maximum aggregate number of Optional Securities that all of Firm Shares to be sold by the Underwriters are entitled to purchase hereunderSellers. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, 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 to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities time prior to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.9:00

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company and the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security share, pursuant to a one-time option (the "over-allotment option") which may be exercised at any time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 _______ Additional Shares from the Company and up to an aggregate of ________ shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the paragraph above, provided that purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase price per Optional Security upon exercise of the over-allotment option shall be reduced by an amount per Security equal to any dividends or distributions declared provided by the Company and payable on by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the Firm Securities but respective maximum numbers of Additional Shares which the Company and each such Selling Stockholder has agreed to sell. Upon exercise of the over-allotment option, each Underwriter, severally and not payable on the Optional Securities. Any such election jointly, agrees to purchase Optional Securities from the Company and Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees, severally and solely with respect to the Shares to be sold by such Selling Stockholder hereunder, to sell pursuant to this Agreement have been placed in custody with _______________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing ____________ and ____________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.this

Agreements to Sell and Purchase. Upon Each Selling Shareholder hereby agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forthhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $[●] a share (athe “Purchase Price”) the Company hereby agrees number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder agrees, severally and not jointly, to sell to the several UnderwritersUnderwriters up to such number of Additional Shares set forth opposite the Selling Shareholder’s name in Schedule I hereto under the heading “Additional Shares” (each Selling Shareholder selling the number of Additional Shares equal to the product obtained by multiplying (i) the total number of Additional Shares for which the Underwriters exercise their option pursuant to Section 3 hereof and (ii) a fraction, the numerator of which is the number of Additional Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto under the heading “Additional Shares” and the denominator of which is the total number of Additional Shares) and the Underwriters shall have the right to purchase, severally and not jointly, an aggregate of up to [•] Additional Shares at the Purchase Price to be delivered in the manner set out in Section 5, 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. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the 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 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. 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 the Company number of Additional Shares (subject to such adjustments to eliminate fractional shares as the respective 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 Securities Shares set forth in Schedule I II hereto opposite its name, at the purchase price name of such Underwriter bears to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the total number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeShares.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions herein set forthhereof, (ai) the Company hereby Trust agrees to issue and sell to the several Underwriters, at a price of $25.00 per Security (the "Purchase Price"), 1,080,000 Firm Securities; and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company Trust, at the respective Purchase Price, the aggregate number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price hereto. As compensation to the Underwriters for their commitments hereunder and in view of $24.2125 per Security and the fact that the proceeds of the sale of the Securities (b) in together with the event and proceeds from the sale by the Trust to the extent that Company of the Underwriters shall exercise the election Common Securities) will be used to purchase Optional Securities as provided belowthe Subordinated Debentures, the Company hereby agrees to pay at the Closing Date to the Underwriters a commission per Security equal to $0.90 per Security, or $972,000 in the aggregate ($1,117,800 if the over-allotment with respect to the Additional Securities is exercised in full). On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions hereof, (i) the Trust agrees to sell to the several Underwriters, at the Purchase Price, up to 162,000 Additional Securities; and each Underwriter agrees(ii) the Underwriters shall have the right to purchase, severally and not jointly, from time to time, up to an aggregate of 162,000 Additional Securities at the Purchase Price. Additional Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Additional Securities as that bears the same proportion to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the total number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Additional Securities to be purchased and as the date on which such Optional number of Firm Securities are to be delivered, as determined by you but in no event earlier than set forth opposite the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date name of such noticeUnderwriter in Schedule I bears to the total number of Firm Securities.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions herein set forthhereof, (ai) the Company hereby Trust agrees to issue and sell to the several Underwriters, at a price of $10.00 per Security (the "Purchase Price"), 1,500,000 Firm Securities; and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company Trust, at the respective Purchase Price, the aggregate number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price hereto. As compensation to the Underwriters for their commitments hereunder and in view of $24.2125 per Security and the fact that the proceeds of the sale of the Securities (b) in together with the event and proceeds from the sale by the Trust to the extent that Company of the Underwriters shall exercise the election Common Securities) will be used to purchase Optional Securities as provided belowthe Subordinated Debentures, the Company hereby agrees to pay at the Closing Date to the Underwriters a commission per Security equal to $_____ per Security, or $__________ in the aggregate ($__________ if the over-allotment with respect to the Additional Securities is exercised in full). On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions hereof, (i) the Trust agrees to sell to the several Underwriters, at the Purchase Price, up to 225,000 Additional Securities; and each Underwriter agrees(ii) the Underwriters shall have the right to purchase, severally and not jointly, from time to time, up to an aggregate of 225,000 Additional Securities at the Purchase Price. Additional Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Additional Securities as that bears the same proportion to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the total number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Additional Securities to be purchased and as the date on which such Optional number of Firm Securities are to be delivered, as determined by you but in no event earlier than set forth opposite the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date name of such noticeUnderwriter in Schedule I bears to the total number of Firm Securities.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions herein set forthhereof, (ai) the Company hereby Trust agrees to issue and sell to the several Underwriters, at a price of $10.00 per Security (the "Purchase Price"), 1,500,000 Firm Securities; and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company Trust, at the respective Purchase Price, the aggregate number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at the purchase price hereto. As compensation to the Underwriters for their commitments hereunder and in view of $24.2125 per Security and the fact that the proceeds of the sale of the Securities (b) in together with the event and proceeds from the sale by the Trust to the extent that Company of the Underwriters shall exercise the election Common Securities) will be used to purchase Optional Securities as provided belowthe Junior Subordinated Debentures, the Company will agree to pay at the Closing Date to the Underwriters a commission per Security equal to $0.40 per Security, or $600,000 in the aggregate ($690,000 if the over-allotment option with respect to the Additional Securities is exercised in full). On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions hereof, (i) the Trust agrees to sell to the several Underwriters, at the Purchase Price, up to 225,000 Additional Securities; and each Underwriter agrees(ii) the Underwriters shall have the right to purchase, severally and not jointly, from time to time, up to an aggregate of 225,000 Additional Securities at the Purchase Price. Additional Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Additional Securities as that bears the same proportion to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such the total number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Additional Securities to be purchased and as the date on which such Optional number of Firm Securities are to be delivered, as determined by you but in no event earlier than set forth opposite the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date name of such noticeUnderwriter in Schedule I bears to the total number of Firm Securities.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may ------------------------------- determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company and the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 ________________ shares from the Company and up to an aggregate of ________________ shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the paragraph above, provided that purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase price per Optional Security upon any exercise of the over-allotment option shall be reduced by an amount per Security equal to any dividends or distributions declared provided by the Company and payable on by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the Firm Securities but respective maximum numbers of Additional Shares which the Company and each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not payable on the Optional Securities. Any such election jointly, agrees to purchase Optional Securities from the Company and each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may be exercised only by written notice from you determine in order to avoid fractional shares) which bears the same proportion to the Company, given within a period number of 30 calendar days after Additional Shares to be sold by the date Company and each Selling Stockholder who has agreed to sell Additional Shares as the number of this Agreement, setting Firm Shares set forth 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 aggregate number of Optional Securities Firm Shares to be purchased sold by the Company and the date Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with __________________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing [XXXXXXX X. XXXXXX, XX.] and [XXXXX X. XXXXXXX] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on which such Optional Securities are behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be deliveredsold hereunder by such Selling Stockholder, as determined by you but in no event earlier than to make delivery of the First Closing Date (as defined in Section 4 hereof) orcertificates for such Shares, unless you and to receive the Company otherwise agree in writing, earlier than two or later than ten business days after proceeds of the date sale of such noticeShares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to, in accordance with this Agreement, issue and sell an aggregate of [ ] Company ADSs to the Underwriters and (ii) each of the Selling Shareholders, whether pursuant to this agreement and/or the Selling Shareholder Agreement, severally and not jointly, agrees to sell, in accordance with this Agreement, an aggregate of [ ] Selling Shareholder ADSs to the Underwriters, each Selling Shareholder selling the number of Selling Shareholder ADSs set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations representations, warranties and warranties agreements of each of the Company and the Selling Shareholders herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Shareholders at a purchase price of $[ ] per ADS (the “purchase price per ADS”), the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its namehereto. The Selling Shareholders also agree, at whether pursuant to this agreement and/or the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agreesSelling Shareholder Agreement, severally and not jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Selling Shareholders herein contained or contained in the Selling Shareholder Agreement, and subject to all the terms and conditions set forth herein and therein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the CompanySelling Shareholders, up to an aggregate of [ ] Additional Securities at the purchase price per Security set forth ADS for the Additional Securities. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in clause (a) connection with the offering of this Section 2the Firm Securities. If any Additional Securities are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholders that portion proportion of the total number of Additional Securities then being purchased which the number of Optional Firm Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number set forth opposite the name of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and bears to the denominator of which is the maximum total number of Optional Additional Securities or, in the event of a partial exercise of the option, a smaller number of Additional Securities that all reflects the pro rata reduction in the number of the Underwriters are entitled Additional Securities to be sold in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional ADSs). The option to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Additional Securities may be exercised only by written notice from you to the Companyexercised, given in whole or in part, at any time within a period of 30 calendar days after the date of this Agreementthe Prospectus, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier more than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeonce.

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby agrees to issue and sell to the several Underwriters, each U.S. Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ ___ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Upon the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Upon the basis of the representations, provided that warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Company, at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice from you prior to 5:00 p.m., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 2,520,000 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Certificates in transferable form for the Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with [Name of Custodian] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing _____________ and ___________ as agents and attorneys-in-fact (the "Attorneys- in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Stockholder is not a natural person, if such selling Stockholder shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S. Underwriter represents, setting forth warrants, covenants and agrees that, except as contemplated under Section 2 of the aggregate number of Optional Securities to be purchased Agreement Between U.S. Underwriters and Managers dated the date on hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forth, (a) the The Company hereby agrees to sell the Company Firm Share number of Shareholder Firm Shares as is set forth opposite such Selling Shareholder's name on Schedule II hereto, to the several UnderwritersUnderwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Shareholders the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name(or such number of Firm Shares as adjusted pursuant to Section 10 hereof), at a purchase price of $_____ per Share (the "purchase price per Share"). 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 upon which the Registration Statement is declared effective by the Commission to purchase from the Company or the Selling Shareholders, from time to time, and the Company and the Selling Shareholders agree to sell to the Underwriters subject to the conditions set forth below, any or all of the Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares shall, if purchased, be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowbe purchased, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the number of Optional Securities Additional Shares (subject to such adjustments as you may determine to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined by multiplying such which bears the same proportion to the total number of Optional Securities Additional Shares to be purchased by a fraction, the numerator of which is Underwriters as the maximum number of Optional Securities which Firm Shares set forth opposite the name of such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name (or such number of Firm Shares as adjusted pursuant to Section 10 hereof) bears to the total number of Firm Shares. Of the Additional Shares, the Selling Shareholders will, at their sole discretion, sell up to 200,000 shares and the denominator Company will sell up to 400,000 shares, plus any of which is the maximum number of Optional Securities 200,000 shares that all the Selling Shareholders elect not to sell. The exercise of the Underwriters are entitled over-allotment option as to purchase hereunder. The Company hereby grants to only a portion of the Underwriters Additional Shares will not affect the right of the Selling Shareholders to purchase at their election elect to sell up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any 200,000 such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeAdditional Shares.

Agreements to Sell and Purchase. Upon the basis of the representations representations, warranties and warranties agreements contained herein contained, but and subject to all the terms and conditions set forth herein set forthand to such adjustments as you may determine to avoid fractional shares, (a) the Company hereby agrees to issue and sell to the several Underwriters, each U.S. Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares that bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Shareholders. Upon the maximum number of Optional Securities that all basis of the Underwriters are entitled representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Shareholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Shareholder, at the purchase price per Security share, the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the paragraph aboveaggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. Upon the basis of the representations, provided that warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Company, at the purchase price per Optional Security shall be reduced by share, pursuant to an amount per Security equal to any dividends or distributions declared by option (the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice from you prior to 5:00 p.m., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe U.S. Prospectus (or, setting if such 30th day shall 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 [ ] Additional Shares from the Company. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that bears the same proportion to the number of Additional Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Optional Securities Firm Shares to be purchased sold by the Company. Certificates in transferable form for the Shares that each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with [ ] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date on hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeoffer is made.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 255,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be 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, 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 as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with Norwest Bank Minnesota, N.A. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Xxx X. Xxxxxxx and Xxxx X. Xxxxxx as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Stockholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forth, (a) the The Company hereby agrees to sell the Firm Shares to the several UnderwritersUnderwriters 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, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $_____ per Share (the respective "purchase price per Share"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at (or such number of Firm Shares as adjusted pursuant to Section 11 hereof). The Company and the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agreesSelling Stockholders hereby also agree, severally and not jointly, to sell to the Underwriters, and upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, Company and the Selling Stockholders up to ___ Additional Shares (in accordance with Schedule II hereof) at the purchase price per Security set forth Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in clause (a) connection with the offering of this Section 2the Firm Shares. If any Additional Shares are to be purchased, that portion of each Underwriter, severally and not jointly, agrees to purchase the number of Optional Securities Additional Shares (subject to such adjustments as you may determine to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined by multiplying such which bears the same proportion to the total number of Optional Securities Additional Shares to be purchased by a fraction, the numerator of which is Underwriters as the maximum number of Optional Securities which Firm Shares set forth opposite the name of such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum (or such number of Optional Securities that all of the Underwriters are entitled Firm Shares as adjusted pursuant to purchase hereunder. The Company hereby grants Section 11 hereof) bears to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate total number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeFirm Shares.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of ______ per Share (the "purchase price per Security set forth in clause (a) of this Section 2share"), that portion of the number of Optional Securities as Firm Shares which bears the same proportion to which such election shall have been exercised (the aggregate number of Firm Shares to be adjusted issued and sold by you so the Company as to eliminate fractional shares) determined by multiplying the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the maximum number of Optional Securities that all terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the Underwriters are entitled representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securitiesfrom each Selling Stockholder, at the purchase price per Security share, that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable on the Firm Securities but not payable on Selling Stockholders. (the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of the Prospectus (or, if such 30th day shall 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 230,295 Additional Shares from the Company and up to an aggregate of 1,044,705 Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by the Company and by each Selling Stockholder who has agreed to sell Additional Shares in the order indicated in Part B of Schedule I. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) subject to such exercise in the order indicated in Part B of Schedule I. Pursuant to the terms and conditions of the Custody Agreement, each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the price per share, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement, setting forth . Each Attorney-in-Fact has agreed to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon The Company and the Selling Shareholder (in accordance with Schedule II hereof) hereby agree, severally and not jointly, to sell the Firm Shares to the Underwriters and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholder herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Shareholder at a purchase price of $____ per Share (the "purchase price per Share"), the aggregate number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at (or such number of Firm Shares as adjusted pursuant to Section 11 hereof). The Company and the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agreesSelling Shareholder hereby also agree, severally and not jointly, to sell to the Underwriters, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholder 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, Company and the Selling Shareholder up to an aggregate of 750,000 Additional Shares (in accordance with Schedule II hereof) at the purchase price per Security set forth Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in clause (a) connection with the offering of this Section 2the Firm Shares. If any Additional Shares are to be purchased, that portion of each Underwriter, severally and not jointly, agrees to purchase the number of Optional Securities Additional Shares (subject to such adjustments as you may determine to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined which bears the same proportion to the total number of Additional Shares to be purchased by multiplying the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Optional Securities Firm Shares as adjusted pursuant to Section 11 hereof) bears to the total number of Firm Shares. Upon any election by a fractionthe Underwriters to purchase less than all the Additional Shares, the numerator aggregate number of which is Additional Shares to be purchased from the Company and the aggregate number of Additional Shares to be purchased from the Selling Shareholder by all the Underwriters shall be in the same proportion as the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities Additional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice purchased from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.the

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions herein set forthhereof, (ai) the Company hereby agrees to issue and sell to the Underwriters 2,000,000 Firm Shares and the Selling Shareholders severally and not jointly agree to sell to the several UnderwritersUnderwriters 1,500,000 Firm Shares, at a price of $_____ per Share (the "Purchase Price"); and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective Selling Shareholders, at the Purchase Price, the aggregate number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its nameII hereto. On the basis of the representations and warranties contained in this Agreement, at the purchase price and subject to the Underwriters of $24.2125 per Security terms and conditions hereof, (bi) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, at the Purchase Price, up to 525,000 Additional Shares; and each Underwriter agrees(ii) the Underwriters shall have the right to purchase, severally and not jointly, from time to time, up to an aggregate of 525,000 Additional Shares at the Purchase Price. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II bears to the total number of Firm Shares. The Company is advised by you that the Underwriters propose to make a public offering of their prospective portions of the Shares as soon after the Registration Statement and this Agreement become effective as in your judgment is advisable. The Company is further advised that the Underwriters propose to offer the Shares to the public initially at $____ per share and to certain dealers selected by you at a price that represents a concession not in excess of $____ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession not in excess of $____ a share, to any Underwriter or to certain other dealers. The Company is further advised that after the initial public offering, the price to the public, the concession and the discount to dealers may be changed. For a period of 180 days from the Companydate this Agreement becomes effective, at the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase price per Security set forth any option or contract to sell, grant any option, right or warrant to 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 (other than 1,356,998 shares of Common Stock issuable pursuant to the 1987, 1991 and 1994 Stock Option Plans described in the Prospectus and 183,690 shares of Common Stock issuable under the Stock Purchase Plan described in the Prospectus), or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. For a period of 180 days from the date this Section 2Agreement becomes effective, that portion the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the number Underwriters, file a registration statement relating to shares of Optional Securities as capital stock (including the Common Stock) or securities convertible into or exercisable or exchangeable for, capital stock or warrants, options or rights to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number purchase or acquire, capital stock. For a period of Optional Securities by a fraction180 days from the date this Agreement becomes effective, the numerator Selling Shareholders will not, without the prior written consent of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all EVEREN Securities, Inc. on behalf of the Underwriters are entitled (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase hereunder. The Company hereby grants any option or contract to sell, grant any option, right or warrant to 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, or (2) enter into any swap or other agreement that transfers, 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; provided, however, that this clause shall not apply to the Underwriters transactions expressly contemplated hereby involving the right Firm Shares or to purchase at their election up transfers of Common Stock to 300,000 Optional Securitiespartnerships, at limited liability companies, trusts or similar entities organized for the purchase price per Security set forth in exclusive benefit of family members of the grantors and beneficiaries of the Selling Shareholders for financial and estate planning purposes so long as any transferee that receives Common Stock as a result of such transfer shall agree upon such transfer to be bound by the terms of this paragraph above, provided that the purchase price per Optional Security and shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period capable of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticebeing so bound.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the a purchase price of $______ per Security set forth in clause Share (a) of this Section 2the "Purchase Price Per Share"), that portion of the number of Optional Securities Firm Shares which bears the same proportion to the Subject to such adjustments as you may determine in order to which such election shall have been exercised (to be adjusted by you so as to eliminate avoid fractional shares) determined by multiplying , each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the Purchase Price Per Share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholders. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company at their election the Purchase Price Per Share, pursuant to an option (the "over-allotment option"), up to 300,000 Optional Securities, at an aggregate of 172,500 Additional Shares. Additional Shares may be purchased only for the purchase price per Security set forth purpose of covering over-allotments made in connection with the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on offering of the Firm Securities but not payable on the Optional SecuritiesShares. Any such election to purchase Optional Securities The over-allotment option may be exercised as to all or any part of the Additional Shares at any time and from time to time prior to the Closing Date, but on only by one (1) occasion after the Closing Date, upon written notice from you given as provided below at any time prior to 9:00 p.m., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, if such 30th day shall be a Saturday or Sunday or holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). Smitx Xxxxxx Xxx. may exercise the over- allotment option by giving written notice of such exercise to the Company by facsimile at (202) 000-0000 xx to the address specified in Section 15 hereof, setting forth the aggregate number of Optional Securities Additional Shares as to which the several Underwriters are exercising the option and the time and date for delivery of and payment for such Additional Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may Certificates in transferable form for the Shares which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with ______________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Ron X. Xxxxxx xxx Harrx X. Xxxxxxx xx agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be purchased and sold hereunder by such Selling Stockholder, to make delivery of the date on which certificates for such Optional Securities are Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be delivered, as determined borne by you but such Selling Stockholder in no event earlier than connection with the First Closing Date (as defined in Section 4 hereof) or, unless you sale and the Company otherwise agree in writing, earlier than two or later than ten business days after the date public offering of such noticeShares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter 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 herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Schedule I hereto opposite its name Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSelling Stockholders. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, at the purchase price per Security set forth in share, pursuant to an option (the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities "over-allotment option") which may be exercised only by written notice at any time and from you time to time prior to 9:00 P.M., New York City time, on the Company, given within a period of 30 calendar days 30th day after the date of this Agreementthe Prospectus (or, setting forth if such 30th day shall 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 320,788 Additional Shares from the Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Optional Securities Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be purchased and the date on which such Optional Securities are to be delivered, as determined provided by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after proportion to the date respective maximum numbers of such notice.Additional Shares which

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company and the Selling Shareholders herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Shareholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from each Selling Shareholder at the purchase price per Security set forth in clause (a) of this Section 2Share, that portion number of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. The Selling Shareholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Shareholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Selling Shareholders listed in Part B of Schedule I hereto, at the purchase price per Security Share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 555,000 Additional Shares from the Selling Shareholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I hereto). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Shareholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be purchased by the Underwriters pursuant to such exercise of the over-allotment option as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Shareholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with __________________________(the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Shareholders appointing ______________ and ______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by the Selling Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Shareholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Shareholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.

Agreements to Sell and Purchase. Upon 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 herein set forthhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $21.01 a share (athe “Purchase Price”) the Company hereby number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Non-Management Selling Shareholder agrees to sell to the several UnderwritersUnderwriters up to such number of Additional Shares set forth opposite such Non-Management Selling Shareholder’s name in Schedule II-A hereto under the heading “Additional Shares” (each Non-Management Selling Shareholder selling such number of Additional Shares equal to the product obtained by multiplying (i) the total number of Additional Shares for which the Underwriters exercise their option pursuant to this Section 3 and (ii) a fraction, the numerator of which is the number of Additional Shares set forth opposite such Non-Management Selling Shareholder’s name in Schedule II-A hereto under the heading “Additional Shares” and the denominator of which is the total number of Additional Shares), and the Underwriters shall have the right to purchase, severally and not jointly, from the Non-Management Selling Shareholders up to an aggregate of 770,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice 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 sales of shares in excess of the 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 from the Company number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Securities Shares set forth in Schedule I hereto opposite its name, at the purchase price name of such Underwriter bears to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of the total number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth in Schedule I hereto opposite its name and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 300,000 Optional Securities, at the purchase price per Security set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeShares.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Firm Securities set forth in Schedule I hereto opposite its nameherein, at the purchase price to the Underwriters of $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and 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 which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth 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 aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per Security set forth in clause (a) share that number of this Section 2, that portion of Firm Shares which bears the same proportion to the number of Optional Securities Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as to which the number of Firm Shares set forth opposite the name of such election shall have been exercised Underwriter in Schedule II hereto (to be adjusted by you so as to eliminate fractional shares) determined by multiplying or such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto opposite its name also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the denominator of which is Selling Stockholders herein contained and subject to all the maximum number of Optional Securities that all of terms and conditions set forth herein, the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per Security share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall 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 690,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, 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 as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth 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 paragraph above, provided that the purchase price per Optional Security shall aggregate number of Firm Shares to be reduced by an amount per Security equal to any dividends or distributions declared sold by the Company and payable the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with _____________________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing ______________ and ______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Stockholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Firm Securities but not payable on Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Optional Securities. Any sale of the Shares to be sold hereunder by such election Selling Stockholder, to purchase Optional Securities make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be exercised only necessary or desirable in connection with the transactions contemplated by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth . Each Attorney-in-Fact agrees to perform his duties under the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticeCustody Agreement.