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 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 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 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 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 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 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 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 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. (b) The Company and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company and the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder, to the Representatives in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M. New York City time on September 23, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Company and the Selling Stockholder acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

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 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 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 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 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 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 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 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 Manager 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 and Section 10 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 hereunderCompany. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters Managers, 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 Managers 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 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 American Stock Exchange is open for trading), up to an aggregate of 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 Manager, 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 as the number of Firm Shares set forth opposite the name of such Manager in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 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 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 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 set forth in clause (a) of this Section 2share"), that portion of 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 Schedule I hereto opposite its name Section 10 hereof). Upon the basis of the representations, 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 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 shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom the Company, solely for the purpose of covering over-allotments in connection with sales of the Firm Shares, 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 Nasdaq National Market is open for trading), up to an aggregate of [ ] Additional Shares. Upon the 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) that bears the same proportion to the aggregate number of Optional Securities Additional Shares to be purchased and sold by the date on which Company upon such Optional Securities are to be delivered, exercise of the over-allotment option as determined by you but the number of Firm Shares set forth opposite the name of such Underwriter in no event earlier than the First Closing Date Schedule I hereto (or such number of Firm Shares increased as defined set forth in Section 4 10 hereof) or, unless you and bears to the Company otherwise agree in writing, earlier than two or later than ten business days after the date aggregate number 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. 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 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 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 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 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 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) and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees 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 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 Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company. Upon the basis of the representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Selling Shareholders listed in Schedule I II hereto opposite its name agree to sell to the Managers, 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 Managers shall have the right to purchase at their election up to 300,000 Optional Securitiesfrom such Selling Shareholders listed in Schedule II 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 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 International 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 216,000 Additional Shares from the Selling Shareholders listed in Schedule II hereto (the maximum number of Additional Shares that each of them agrees to sell upon the exercise by the Managers of the over-allotment option is set forth opposite their respective names in Schedule II). The number of Additional Shares that the Managers 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 Manager, 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 Manager 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 Additional Shares that each of Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx-Xxxxxxx as joint tenants (each of Xxxx Xxxxxxx and Xxxxxx X. Xxxxx-Xxxxxxx, collectively the "Gratzons") agrees to sell pursuant to this Agreement have been placed in custody with Xxxxxxx & Berlin, Chartered (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "GR Custody Agreement") executed by each of the Graztons and Xxxxxxxx Xxxx appointing and , as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each of the Graztons and Xxxxxxxx Xxxx agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the GR Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by the Graztons and Xxxxxxxx Xxxx for such custody are, except as specifically provided in the GR Custody Agreement, irrevocable, and (iii) the obligations of the Graztons and Xxxxxxxx Xxxx hereunder and under the GR 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 of the Graztons or Xxxxxxxx Xxxx or the occurrence of any other event. If any of the Graztons or Xxxxxxxx Xxxx shall die or be incapacitated or if any other event shall occur before the delivery of the additional Shares of the Gratzons and Xxxxxxxx Xxxx to be sold hereunder, certificates for the Additional Shares of such Selling Shareholders shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the date GR 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 Manager 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 Graztons and Xxxxxxxx Xxxx, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be deliveredsold hereunder by the Graztons or Xxxxxxxx Xxxx, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by the Graztons and Xxxxxxxx Xxxx in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to the Gratzons and Xxxxxxxx Xxxx, 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. Certificates in transferable form for the Additional Shares that each of Xxxxx Xxxxx and Xxxxx Xxxxxx 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 "RF Custody Agreement") executed by Xx. Xxxxx and Xx. Xxxxxx appointing [ ] and [ ] as agents and attorneys-in-fact (the "RF Attorneys-in-Fact"). Each of Xxxxxx Xxxxx and Xxxxxx Xxxxxx agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the RF Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by Xxxxxx Xxxxx and Xxxxxx Xxxxxx, for such custody are, except as specifically provided in the RF Custody Agreement, irrevocable, and (iii) the obligations of Xxxxxx Xxxxx and Xxxxxx Xxxxxx hereunder and under the RF 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 of Xxxxxx Xxxxx or Xxxxxx Xxxxxx or the occurrence of any other event. If any of Xxxxxx Xxxxx or Xxxxxx Xxxxxx shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of Xxxxxx Xxxxx and Xxxxxx Xxxxxx to be sold hereunder, certificates for the Additional Shares of such Selling Shareholder shall be delivered to the Managers by the RF Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the RF Custody Agreement, respectively, as determined if such death or incapacity or other event had not occurred, regardless of whether or not the respective Attorneys-in-Fact or any Manager shall have received notice of such death, incapacity or other event. The RF Attorneys-in-Fact are authorized, on behalf of Xxxxxx Xxxxx and Xxxxxx Xxxxxx, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by you but Xxxxxx Xxxxx and Xxxxxx Xxxxxx to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by Xxxxxx Xxxxx and Xxxxxx Xxxxxx in no event earlier than connection with the First Closing Date sale and public offering of such Additional Shares, to distribute the balance thereof to Xxxxxx Xxxxx and Xxxxxx Xxxxxx and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each RF Attorney-in-Fact agrees to perform his duties under the RF Custody Agreement. Certificates in transferable form for the Warrants which are exercisable for the Additional Shares that the Greenwich Street Affiliates agree to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement (as defined in Section 4 hereof) or, unless you the "Greenwich Street Custody Agreement" and collectively with the GR Custody Agreement and the RF Custody Agreement, the "Custody Agreements"). The Greenwich Street Affiliates agree that (i) the Warrants and Additional Shares represented by the certificates held in custody pursuant to the Greenwich Street Custody Agreement are subject to the interests of the Managers, the Company otherwise agree and each other Selling Shareholder, (ii) the arrangements made by the Greenwich Street Affiliates are, except as specifically provided in writingthe Greenwich Street Custody Agreement, earlier than two irrevocable, and (iii) the obligations of the Greenwich Street Affiliates hereunder and under the Greenwich Street Custody Agreement shall not be terminated by any act of the Greenwich Street Affiliates or later than ten business days after by operation of law, whether upon any dissolution, winding up, distribution of assets or other event affecting the date legal existence of any of the Greenwich Street Affiliates. If any event shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder or if any of the Greenwich Street Affiliates shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of any of the Greenwich Street Affiliates shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder, the Warrants shall be exercised for the Additional Shares to be sold by the Greenwich Street Affiliates hereunder and certificates evidencing such Additional Shares shall be delivered to the Managers by the Custodian in accordance with the terms and conditions of this Agreement and the Greenwich Street Custody Agreement as if such dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not any Manager shall have received notice of such noticedissolution, winding up or distribution of assets or other event.

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 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 (a) 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) each Forward Seller and the Company hereby (with respect to any Additional Company Shares), severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from each Forward Seller and the Company (with respect to any Additional Company Shares) the respective number of Firm Securities set forth opposite the name of such Underwriter in Schedule I-A hereto (or the proportionate number of Additional Company Shares, as the case may be), in each case at a purchase price of $48.50 per share (the “Purchase Price”). (b) If a Forward Seller does not borrow and deliver for sale the number of Shares set forth in Schedule I hereto I-B opposite the name of such Forward Seller under the caption “Number of Underwritten Securities To Be Sold,” such Forward Seller will use its namebest efforts to notify the Company no later than 5:00 p.m., at New York City time, on the purchase price first business day prior to the Underwriters of $24.2125 per Security and Closing Date. (bc) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowIn addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and each Underwriter agreeswarranties contained in this Agreement, and subject to its terms and conditions, shall have the option to purchase, severally and not jointly, to purchase from the Company, Company the Option Shares at the purchase price per Security set forth in clause (a) of this Section 2Purchase Price. If any Option Shares are to be purchased, that portion of the number of Optional Securities as to which such election shall have been exercised (Option Shares to be adjusted purchased by you so each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as to eliminate fractional shares) determined by multiplying the number of Shares set forth opposite the name of such Underwriter in Schedule I-A 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 increased as set forth in Schedule I hereto opposite its name and Section 11 hereof) bears to the denominator of which is the maximum aggregate number of Optional Underwritten Securities that all of being purchased from the Forward Sellers 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 are entitled may exercise the option to purchase hereunder. The Company hereby grants the Option Shares at any time in whole, or from time to time in part, on or before 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 thirtieth day following the date of this Agreement, setting by written notice from the Representatives to the Company. 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 delivered, delivered 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 after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 11 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 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 On the basis of the representations and warranties herein contained, but and subject to the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several UnderwritersUnderwriters the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Schedule I hereto, and each Underwriter, severally and not jointly, agrees to purchase the respective aggregate principal amount of Initial Securities set forth opposite the name of such Underwriter agreeson Schedule I hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of [●]% of such aggregate principal amount (the “Purchase Price”). In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $[●] aggregate principal amount of Securities at a price equal to the Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 2 may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised on up to three occasions in whole or in part only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the respective number aggregate principal amount of Firm Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be earlier than three or later than seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Schedule I hereto opposite its namethe name of such Underwriter, at the purchase price to the Underwriters plus any additional amount 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 Initial Securities which such Underwriter is entitled may become obligated 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 pursuant to the Underwriters provisions of Section 9 hereof, bears to the right to purchase at their election up to 300,000 Optional total aggregate principal amount of Initial Securities, at subject in each case to such adjustments as the purchase price per Security set forth Representative in the paragraph above, provided that the purchase price per Optional Security its discretion shall be reduced by an amount per Security equal make to eliminate any dividends sales or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional purchases of fractional 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 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. 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 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. (a) Upon the terms and conditions set forth herein, (i) Fargo agrees to issue and sell an aggregate of 187,500 Firm Shares to the Underwriters and (ii) each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto, constituting, in the aggregate of (i) and (ii), 2,250,000 Firm Shares. Upon the basis of the representations representations, warranties and warranties agreements of Fargo 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 Fargo and the Company Selling Stockholders at a purchase price of $7.50 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 the purchase price to the Underwriters of $24.2125 per Security and hereto. (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company Fargo hereby also agrees to sell to the several Underwriters, and upon the basis of the representations, warranties and agreements of Fargo herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for thirty (30) days from the date of the final Prospectus to purchase from Fargo, up to 337,500 Additional Shares at the purchase price per Share. 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 Underwriters as the maximum number of Optional Securities which 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 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 from you to the Company, given at any time within a period of 30 calendar thirty (30) days after the date of this Agreementthe final Prospectus, setting forth the aggregate number of Optional Securities to but no more than once. No Additional Shares shall be purchased sold and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than unless the First Closing Date (as defined in Section 4 hereof) orFirm Shares previously have been, unless you or simultaneously are, sold and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such noticedelivered.

Agreements to Sell and Purchase. Upon Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, each Selling Stockholder agrees, severally and not jointly, subject to all the terms and conditions set forth herein, to 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, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at a price per share of $_____(athe "purchase price per share") the Company hereby agrees 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 II hereto as the number of Firm Shares set forth opposite the name of such U.S. 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 Selling Stockholders. Each Selling Stockholder also agrees, subject to all the terms and conditions set forth herein, to sell to the several 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 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 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 1,800,000 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 U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, and each Underwriter Selling Stockholder agrees, severally and not jointly, to purchase from sell to each U.S. Underwriter, the Company number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the respective same proportion to the total number of Additional Shares as the number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price Shares sold by such Selling Stockholder to such U.S. Underwriter pursuant to the preceding paragraph bears to the total number of Firm Shares. 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 hereof (as described in the Prospectuses under "Underwriting"), (i) it is not purchasing any Shares for the account of $24.2125 per Security 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 (biii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the event relevant province of Canada in which such offer is made and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, any such offer will not result in the Company agrees being required to sell to take any action under any national, provincial and local law in Canada, except for the several Underwriters, and filing with the securities regulatory authority of each Underwriter agrees, severally and not jointly, to purchase from province in which the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion sale of the number Shares are made 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 trade report in the paragraph aboveprescribed form, provided that together with 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 noticeapplicable fee.

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 $31.32 (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. (b) The Company and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company and the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder, to the Representatives in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M. New York City time on December 13, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Company and the Selling Stockholder acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

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 Company hereby agrees, upon the terms and subject to all the conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations representations, warranties and warranties agreements of the Enbridge Entities and Enbridge herein contained, but contained and upon the terms and subject to all 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 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 $28.02 per Security set forth in clause Share (a) of this Section 2the “Purchase Price Per Share”), that portion of 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 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 hereunderSection 11 hereof). The Company also hereby grants agrees, upon the terms and subject to all the conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Enbridge Entities and Enbridge herein contained and upon the terms and subject to all the conditions set forth herein, the Underwriters shall have the right to purchase at their election up to 300,000 Optional Securities, from the Company at the purchase price per Security set forth in Purchase Price Per Share, pursuant to an option (the paragraph above, provided “option”) 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 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 Final 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 (“NYSE”) is open for trading), up to an aggregate of 1,000,000 Additional Shares. Upon any exercise of the 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) that bears the same proportion to the aggregate number of Optional Securities Additional Shares to be purchased and by the date on which Underwriters as the number of Firm Shares set forth opposite the name of such Optional Securities are to be delivered, Underwriter in Schedule I hereto (or such number of Firm Shares increased as determined by you but in no event earlier than the First Closing Date (as defined set forth in Section 4 11 hereof) or, unless you and bears to the Company otherwise agree in writing, earlier than two or later than ten business days after the date aggregate number of such noticeFirm Shares.

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 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 Initial Securities as to which 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 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 the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSection 10 hereof). 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 from you one 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 _________ Option Securities. The Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Initial 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) which bears the same proportion to the number of Option Securities to be purchased by the Underwriters as the number of Initial Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Initial Securities increased as set forth in Section 10 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 noticeInitial Securities.

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 hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth, forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. (a) On the Company hereby agrees basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders, severally and not jointly, agree to sell to the several UnderwritersUnderwriters up to such number of Additional Shares, set forth opposite the Seller’s name in Schedule I hereto under the heading “Additional Shares” (each Seller 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 Seller’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, up to an aggregate of [•] 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 to the Company and the Selling Stockholders not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares 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 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 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 II hereto opposite its name, at the purchase price name of such Underwriter bears to the Underwriters total number of $24.2125 per Security and Firm Shares. (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 agrees that, without the Underwriters prior written consent of Xxxxxx Xxxxxxx on behalf of the right to purchase at their election up to 300,000 Optional SecuritiesUnderwriters, at it will not, during 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 ending 90 days after the date of this Agreementthe Prospectus (the “Restricted Period”), setting forth (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. (c) The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the conversion of a security outstanding on the date hereof or the exercise of an option or warrant (or other issuance of shares) pursuant to equity plans disclosed in the Time of Sale Prospectus, (c) the issuance by the Company of shares or options to purchase shares of Common Stock (or the grant of restricted stock units or other rights to acquire shares) pursuant to the Company’s equity plans disclosed in the Time of Sale Prospectus, (d) the filing by the Company of a registration statement on Form S-8 or a successor form thereto pursuant to equity plans disclosed in the Time of Sale Prospectus, (e) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clause (e), the aggregate number of Optional Securities shares of Common Stock that the Company may sell or issue pursuant to be purchased clause (e) shall not exceed 10% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the date on completion of the transactions contemplated by this agreement and each recipient enters into a lock-up agreement substantially in the form attached as Exhibit A hereto, (f) the repurchase by the Company of shares of Common Stock issued pursuant to an employee benefit plan disclosed in the Time of Sale Prospectus or pursuant to agreements pursuant to which such Optional Securities are to be delivered, Shares were issued as determined disclosed in the Time of Sale Prospectus or (g) the establishment or amendment 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 writingof a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, earlier than two provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or later than ten business days after filing under the date Exchange Act, if any, is required of or voluntarily made by or on behalf of the Selling Stockholder or the Company regarding the establishment of such noticeplan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell an aggregate of 2,000,000 Firm Shares to the Underwriters. Upon the basis of the representations representations, warranties and warranties agreements of the Company, the Operating Partnership and the Manager 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 at a purchase price of $23.244 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 namehereto, provided, however, that any Reserved Shares confirmed for purchase by the Invitees shall be purchased from the Company at the a purchase price to the Underwriters of $24.2125 24.00 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 Share. The Company hereby also agrees to sell to the several Underwriters, and, upon the basis of the representations, warranties and each Underwriter agreesagreements of the Company, severally the Operating Partnership and not jointlythe Manager 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 up to the Additional Shares at the purchase price Purchase Price per Security set forth in clause (a) of this Section 2Share, 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 less 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 SecuritiesAdditional Shares. Any such election The Additional Shares may be purchased solely for the purpose of covering over allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase Optional Securities the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The option to purchase Additional Shares may be exercised only by written notice from you to the Company, given at any 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 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 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 to avoid fractional shares, each of the Selling Shareholders agrees, subject to all the terms and conditions set forth herein, to sell to the respective Underwriters the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule I hereto 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 agrees, severally and not jointly, to purchase from each Selling Shareholder, at a purchase price of $ per share (the Company the respective "purchase price per share"), that number of Firm Securities 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 its namethe 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 Selling Shareholders. Each of the Selling Shareholders listed in Schedule I hereto 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 from the Selling Shareholders listed in Schedule I hereto, at the purchase price per share, pursuant to an option (the Underwriters "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 $24.2125 per Security and the Prospectus (b) 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 480,000 Additional Shares from the Selling Shareholders listed in Schedule I hereto. Additional Shares may be purchased solely to cover over-allotments made in connection with the event and to offering of the extent that Firm Shares. Upon any exercise of the Underwriters shall exercise 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 the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion of Selling Shareholders 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 which bears the same proportion to the 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 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 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. 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 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 to be purchased sold by 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 date on which Custody Agreement as if such Optional Securities are to be delivereddeath or incapacity or other event 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 Underwriter shall have received notice of such noticedeath, incapacity or other event. Each Attorney-in-Fact represents that he 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 and public offering of such Shares, to distribute the balance thereof to such Selling Shareholder, 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 his duties under the Custody Agreement.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein contained, but and subject to the terms and conditions herein set forth, (a) the Company hereby agrees to sell to the several UnderwritersUnderwriters the respective aggregate principal amount of Initial Securities set forth opposite the name of the Underwriter in Schedule I hereto, and each Underwriter, severally and not jointly, agrees to purchase the respective aggregate principal amount of Initial Securities set forth opposite the name of such Underwriter agreeson Schedule I hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of [97]% of such aggregate principal amount (the “Purchase Price”). In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $[●] aggregate principal amount of Securities at a price equal to the Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 2 may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised on up to three occasions in whole or in part only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the respective number aggregate principal amount of Firm Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be earlier than three or later than seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Schedule I hereto opposite its namethe name of such Underwriter, at the purchase price to the Underwriters plus any additional amount 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 Initial Securities which such Underwriter is entitled may become obligated 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 pursuant to the Underwriters provisions of Section 9 hereof, bears to the right to purchase at their election up to 300,000 Optional total aggregate principal amount of Initial Securities, at subject in each case to such adjustments as the purchase price per Security set forth Representative in the paragraph above, provided that the purchase price per Optional Security its discretion shall be reduced by an amount per Security equal make to eliminate any dividends sales or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional purchases of fractional 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 Each Selling Shareholder (other than the MSCP Selling Shareholders (as defined below)), 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 Selling Shareholder at $[-] a share (athe "PURCHASE PRICE") the Company number of Non-MSCP Firm Shares (as defined below) (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Non-MSCP Firm Shares to be sold by such Selling Shareholder as the number of Non-MSCP Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Non-MSCP Firm Shares. Each MSCP Selling Shareholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriters (other than Xxxxxx Xxxxxxx), and each Underwriter (other than Xxxxxx Xxxxxxx), upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such MSCP Selling Shareholders at the Purchase Price the number of MSCP Firm Shares (as defined below) (subject to such adjustments to eliminate fractioning shares as you may determine) that bears the same proportion to the number of MSCP Firm Shares to be sold by such MSCP Selling Shareholder as the number of MSCP Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of MSCP Firm Shares. The terms "MSCP SELLING SHAREHOLDERS" collectively refers to The Xxxxxx Xxxxxxx Leveraged Equity Fund II, L.P., Xxxxxx Xxxxxxx Capital Investors, L.P., Xxxxxx Xxxxxxx Capital Partners III, L.P. and MSCP III 892 Investors, L.P., "NON-MSCP FIRM SHARES" refers to the Firm Shares being sold by the Selling Shareholders (other than the MSCP Selling Shareholders) pursuant to this Agreement and "MSCP FIRM SHARES" refers to the Firm Shares being sold by the MSCP Selling Shareholders pursuant to this Agreement. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder (other than the MSCP Selling Shareholders), severally and not jointly, agrees to sell to the Underwriters the Additional Shares to be sold by such Selling Shareholder as described below, and the Underwriters shall have the right to purchase, severally and not jointly, up to [-] Additional Shares at the Purchase Price. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each MSCP Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters (other than Xxxxxx Xxxxxxx) the Additional Shares to be sold by such MSCP Selling Shareholder as described below, and the Underwriters (other than Xxxxxx Xxxxxxx) shall have the right to purchase, severally and not jointly, up to [-] Additional Shares at the Purchase Price. You may exercise these rights on behalf of the Underwriters on a pro rata basis 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 over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Non-MSCP 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 total number of $24.2125 per Security Non-MSCP Firm Shares. On each Option Closing Date, each Selling Shareholder (other than the MSCP Selling Shareholders), severally and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belownot jointly, the Company agrees to sell to the several UnderwritersUnderwriters the respective number of Additional Shares obtained by multiplying the number of Shares specified in the exercise notice by a fraction (a) the numerator of which is the number of Shares set forth next to such Selling Shareholder's name under "Number of Additional Shares to Be Sold" on Schedule I hereto in the case of each Selling Shareholder and (b) the denominator of which is the total number of Additional Shares to be sold by such Selling Shareholders (subject to such adjustments to eliminate fractional shares as you may determine). On each Option Closing Date, and each Underwriter (other than Xxxxxx Xxxxxxx) agrees, severally and not jointly, to purchase from the Company, at number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the purchase price per Security same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of MSCP Firm Shares set forth in clause Schedule II hereto opposite the name of such Underwriter bears to the total number of MSCP Firm Shares. On each Option Closing Date, each XXXX Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters (other than Xxxxxx Xxxxxxx) the respective number of Additional Shares obtained by multiplying the number of Shares specified in the exercise notice by a fraction (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 Shares set forth in next to such Selling Shareholder's name under "Number of Additional Shares to Be Sold" on Schedule I hereto opposite its name in the case of each MSCP Selling Shareholder and (b) the denominator of which is the maximum total number of Optional Securities that all of the Underwriters are entitled Additional Shares to purchase hereunderbe sold by such MSCP Selling Shareholders (subject to such adjustments to eliminate fractional shares as you may determine). The Company and each Selling Shareholder hereby grants to agrees that, without the Underwriters prior written consent of Xxxxxx Xxxxxxx on behalf of the right to purchase at their election up to 300,000 Optional SecuritiesUnderwriters, at it will not, during 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 ending 180 days after the date of this Agreementthe Prospectus, setting forth (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the aggregate number economic consequences of Optional Securities ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be purchased and settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date on hereof of 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 Underwriters have been advised in writing, earlier than two (c) the grant of options or later than ten business the issuance of shares of Common Stock by the Company to employees, officers or directors pursuant to an employee benefit plan described in the Prospectus, (d) transactions by a Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions or (e) transfers of shares of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock by a Selling Shareholder to affiliates (as such term is defined in Rule 405 under the Securities Act) of such Selling Shareholder provided that the transferee shall sign and deliver to Xxxxxx Xxxxxxx a lock-up agreement in the form of Exhibit A hereto prior to the transfer. In addition, each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such noticeSelling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. Notwithstanding anything to the contrary contained in this Section 3, Neon may grant, at all times, a security interest in its shares of Common Stock in favor of HSBC Trustee; provided that, HSBC signs and delivers to Xxxxxx Xxxxxxx a lock-up agreement in the form of Exhibit A hereto prior to the granting of any security interest.

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 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 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 U.S. 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 $24.2125 per Security and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not 3 jointly, to purchase from the Company, at a purchase price of [$ ] 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 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 Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company. Upon the basis of the representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Selling Shareholders listed in Schedule I II hereto opposite its name agree to sell to the U.S. Underwriters, and the denominator of which is the maximum number of Optional Securities that all of the U.S. 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 Shareholders listed in Schedule II 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 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 864,000 Additional Shares from the Selling Shareholders listed in Schedule II 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 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 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 I 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 Additional Shares that each of Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx-Xxxxxxx as joint tenants (each of Xxxx Xxxxxxx and Xxxxxx X. Xxxxx-Xxxxxxx, collectively the "Gratzons") and Xxxxxxxx Xxxx agrees to sell pursuant to this Agreement have been placed in custody with Xxxxxxx & Berlin, Chartered (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "GR Custody Agreement") executed by each of the Gratzons and Xxxxxxxx Xxxx appointing [ ] and [ ] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each of the Gratzons and Xxxxxxxx Xxxx agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the GR 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 Gratzons and Xxxxxxxx Xxxx for such custody are, except as specifically provided in the GR Custody Agreement, irrevocable, and (iii) the obligations of the Gratzons and Xxxxxxxx Xxxx hereunder and under the GR 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 of the Gratzons or Xxxxxxxx Xxxx or the occurrence of any other event. If any of the Gratzons or Xxxxxxxx Xxxx shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of the Gratzons and Xxxxxxxx Xxxx to be sold hereunder, certificates for the Additional Shares of such Selling Shareholder 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 GR 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 Gratzons and Xxxxxxxx Xxxx, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by the Gratzons and Xxxxxxxx Xxxx, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by the Gratzons and Xxxxxxxx Xxxx in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to the Gratzons and Xxxxxxxx Xxxx, 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 GR Custody Agreement. Certificates in transferable form for the Additional Shares that each of Xxxxx Xxxxx and Xxxxx Xxxxxx 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 "RF Custody Agreement") executed by Xx. Xxxxx and Xx. Xxxxxx appointing [ ] and [ ] as agents and attorneys-in-fact (the "RF Attorneys-in-Fact"). Each of Xxxxxx Xxxxx and Xxxxxx Xxxxxx agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the RF Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by Xxxxxx Xxxxx and Xxxxxx Xxxxxx, for such custody are, except as specifically provided in the RF Custody Agreement, irrevocable, and (iii) the obligations of Xxxxxx Xxxxx and Xxxxxx Xxxxxx hereunder and under the RF 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 of Xxxxxx Xxxxx or Xxxxxx Xxxxxx or the occurrence of any other event. If any of Xxxxxx Xxxxx or Xxxxxx Xxxxxx shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of Xxxxxx Xxxxx and Xxxxxx Xxxxxx to be sold hereunder, certificates for the Additional Shares of such Selling Shareholder shall be delivered to the U.S. Underwriters by the RF Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the RF Custody Agreement, respectively, as if such death or incapacity or other event had not occurred, regardless of whether or not the respective Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity or other event. The RF Attorneys-in-Fact are authorized, on behalf of Xxxxxx Xxxxx and Xxxxxx Xxxxxx, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by Xxxxxx Xxxxx and Xxxxxx Xxxxxx to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by Xxxxxx Xxxxx and Xxxxxx Xxxxxx in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to Xxxxxx Xxxxx and Xxxxxx Xxxxxx and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each RF Attorney-in-Fact agrees to perform his duties under the RF Custody Agreement. Certificates in transferable form for the Warrants which are exercisable for the Additional Shares that the Greenwich Street Affiliates agree to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement (the "Greenwich Street Custody Agreement" and collectively with the GR Custody Agreement, and the RF Custody Agreement, the "Custody Agreements"). The Greenwich Street Affiliates agree that (i) the Warrants and Additional Shares represented by the certificates held in custody pursuant to the Greenwich Street 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 Greenwich Street Affiliates are, except as specifically provided in the Greenwich Street Custody Agreement, irrevocable, and (iii) the obligations of the Greenwich Street Affiliates hereunder and under the Greenwich Street Custody Agreement shall not be terminated by any act of the Greenwich Street Affiliates or by operation of law, whether upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of any of the Greenwich Street Affiliates. If any event shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder or if any of the Xxxxxxxxx Xxxxxx Affiliates shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of any of the Greenwich Street Affiliates shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder, the Warrants shall be exercised for the Additional Shares to be sold by the Greenwich Street Affiliates hereunder and certificates evidencing such Additional Shares shall be delivered to the U.S. Underwriters by the Custodian in accordance with the terms and conditions of this Agreement and the Greenwich Street Custody Agreement as if such dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not any U.S. Underwriter shall have received notice of such dissolution, winding up or distribution of assets 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 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. Prepricing Prospectus or 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 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 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 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 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 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 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 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 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 further 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, 165,000 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 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 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 (a) The Selling Stockholders hereby agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, 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 jointlyhereinafter stated, to purchase from each of the Company Selling Stockholders at a purchase price of $27.70 a share (the respective “Purchase Price”) the number of Firm Securities Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each Selling Stockholder as set forth in Schedule II hereof opposite its respective name by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at and the purchase price denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of $24.2125 per Security and the Selling Stockholders hereunder. (b) in In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities Shares as provided below, each of the Company agrees Selling Stockholders agrees, severally and not jointly, to sell to each of the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from each of the CompanySelling Stockholders, at the purchase price per Security share set forth in clause (a) of this Section 23, 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, 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. . (c) The Company Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 300,000 340,000 Optional SecuritiesShares, at the purchase price per Security share set forth in the paragraph Section 3(a) above, provided that for the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by sole purpose of covering sales of shares in excess of the Company and payable on the number of Firm Securities but not payable on the Optional SecuritiesShares. Any such election to purchase Optional Securities Shares shall be made in proportion to the number of Optional Shares to be sold by each Selling Stockholder. Any such election to purchase Optional Shares may be exercised only by written notice from you to the CompanySelling Stockholders, given within a period of 30 calendar days after the date of this Agreement, Agreement and setting forth the aggregate number of Optional Securities Shares to be purchased and the date on which such Optional Securities Shares are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 5 hereof) or, unless you and the Company Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. (d) The Company and each Selling Shareholder hereby agrees that, without the prior written consent of Xxxxxxx, Xxxxx & Co., 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the issuance by the Company of shares of Common Stock, any option to purchase shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common 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 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 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 (a) Each of the Company and the Selling Shareholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions herein set forthhereinafter stated, (a) agrees, severally and not jointly, to purchase or procure the purchase from the Company hereby and the Selling Shareholders, the respective numbers of Firm ADSs (to be adjusted by the Global Coordinators so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm ADSs to be sold hereunder by the Company or such Selling Shareholder, as the case may be, by a fraction, the numerator of which is the aggregate number of Firm ADSs to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule II hereto, in the case of a U.S. Underwriter, or Schedule III hereto, in the case of an International Underwriter, and the denominator of which is the aggregate number of Firm ADSs to be purchased by all of the Underwriters from the Company and the Selling Shareholders hereunder at US$[·] per ADS (the “ADS Purchase Price”). The Underwriters may, in their discretion, require that Shares be delivered in lieu of such Firm ADSs. The purchase price per Share shall be HK$[·], or US$[·] at an agreed exchange rate of HK$1.00 to US$[·] (the “Share Purchase Price,” and together with the ADS Purchase Price, the “Purchase Price”). (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the several U.S. Underwriters and International Underwriters up to [·] Additional ADSs, and such Underwriters shall have a right to purchase, severally and not jointly, up to [·] Additional ADSs, at the ADS Purchase Price (or, in the event that the Global Coordinators request that Shares be delivered in lieu of such Additional ADSs, at the Share Purchase Price). In addition, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholders agree, severally and not jointly, to sell to the U.S. Underwriters and International Underwriters, up to an aggregate of [·] Additional ADSs and such Underwriters shall have a right to purchase, severally and not jointly, up to [·] Additional ADSs, at the ADS Purchase Price (or, in the event that the Global Coordinators request that Shares be delivered in lieu of such Additional ADSs, at the Share Purchase Price). If the Global Coordinators, on behalf of the Underwriters, elect to exercise such option, the Global Coordinators shall so notify the Company and the Selling Shareholders in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional ADSs to be purchased by the Underwriters and the date on which such Additional ADSs are to be purchased. Such date of purchase of Additional ADSs may be the same as the Closing Date (as defined below) but in no event earlier than the Closing Date or two business days after the date of such notice nor later than ten business days after the date of such notice. The option hereby granted may be exercised in whole or from time to time in part solely for the purpose of covering over-allotments made in connection with the Global Offering of the Firm ADSs. If any Additional ADSs are to be purchased in any exercise, each Underwriter agrees, severally and not jointly, to purchase the number of such Additional ADSs (subject to such adjustments to eliminate fractional shares as the Global Coordinators may determine) that bears the same proportion to the total number of Additional ADSs to be purchased in any exercise as the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule II or Schedule III hereto, as the case may be, bears to the total number of Firm ADSs, with the number of such Additional ADSs to be purchased by such Underwriter in such exercise from each of the Company and the Selling Shareholders (subject to such adjustments to eliminate fractional shares as the Global Coordinators may determine) being that which bears the same proportion to the total number of Additional ADSs to be purchased by such Underwriter in such exercise as the total number of Firm ADSs to be purchased by all Underwriters from the Company or such Selling Shareholder, as the respective case may be, bears to the total number of Firm Securities set forth ADSs. The Global Coordinators in Schedule I hereto opposite its nametheir sole discretion shall have the authority (i) to exercise the over-allotment option on behalf of the Underwriters and (ii) to allocate the Additional ADSs among the U.S. Offering and the International Offering to cover any over-allotments. (c) As noted in Sections 3(a) and 3(b) above, the Underwriters or, in the case of Additional ADSs, the Global Coordinators, may, in their discretion, require that Shares be delivered in lieu of Firm ADSs or Additional ADSs, at the purchase price to Share Purchase Price which is expressed in Hong Kong dollars. (d) It is understood and agreed by the Underwriters of $24.2125 per Security and (b) in the event and to the extent parties hereto that the Underwriters shall exercise the election may satisfy their obligations 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 any or 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 ADSs or Shares hereunder by an amount per Security equal to any dividends or distributions declared by procuring on behalf of the Company and payable on the Firm Securities but not payable on Selling Shareholders purchasers for the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from you to the CompanyADSs and/or Shares, 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 noticerespectively.

Agreements to Sell and Purchase. Upon (a) 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 sell to the several Underwriterseach Underwriter, and each Underwriter Underwriter, agrees, severally and not jointly, to purchase from the Company at a purchase price of $25 per Depositary Share, less $0.5000 per Depositary Share with respect to 2,225,000 Depositary Shares reserved for sale to certain institutions or less $0.7875 per Depositary Share with respect to the respective remaining 19,775,000 Depositary Shares or with respect to any Optional Securities if the Over-Allotment Option (as defined below) is exercised (the “Purchase Price”), the number of Firm Securities set forth in opposite such Underwriter’s name on Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and I. (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the The Company agrees to issue and sell the Optional Securities to the several Underwriters as provided in this Agreement and the Underwriters, on the basis of the representations, warranties and each Underwriter agreesagreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, to purchase from the Company, up to 2,000,000 Optional Securities at the purchase price per Security set forth in clause Purchase Price (a) of this Section 2the “Over-Allotment Option”); provided, however, that portion of the number of amount paid by the Underwriters for any 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 Depositary Share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the such Optional Securities. Any such election to purchase . (c) If the Over-Allotment Option is exercised, the number of Optional Securities to be purchased by each Underwriter shall be the number of Optional Securities which bears the same ratio to the aggregate number of Optional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives, in their sole discretion, shall make. (d) The Underwriters may be exercised only exercise the Over-Allotment Option at any time in whole or, no more than two times, 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 the date of this Agreement, setting . Such notice shall set forth the aggregate number of Optional Securities as to be purchased which the Over-Allotment Option is being exercised and the date on which such and time when the Optional Securities 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 the Closing Date or later than ten the fifth 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 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. A “business day” means a day other than Saturday or Sunday or other day on which the banking institutions in The City of New York are authorized or required by law or executive order to remain closed. (e) In relation to each member state of the European Economic Area, each Underwriter represents and agrees that it has not made and will not make an offer of Securities to the public in that member state, other than under the following exemptions under the Prospectus Directive: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this subsection (e), the expression an “offer of Securities to the public” in relation to any Securities in any member state means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in each member state. (f) Each Underwriter represents and agrees the preliminary prospectus and the Prospectus have been distributed only to, and have been directed only at, and any offer of the Securities subsequently made will only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). (g) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its stockholders, creditors, employees or any other party, (iii) each Underwriter has not assumed nor will it assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and each Underwriter has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) each Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) each Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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 (a) 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 sell to the several Underwriterseach Underwriter, and each Underwriter Underwriter, agrees, severally and not jointly, to purchase from the Company at a purchase price of $25.00 per Share, less $0.50 per Share with respect to 2,215,000 Shares reserved for sale to certain institutions or less $0.7875 per Share with respect to the respective remaining 5,785,000 shares (the “Purchase Price”), the number of Firm Securities Shares set forth in opposite such Underwriter’s name on Schedule I hereto opposite its name, at the purchase price to the Underwriters of $24.2125 per Security and I. (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowIn addition, the Company agrees to issue and sell the Optional Shares to the several Underwriters as provided in this Underwriting Agreement and the Underwriters, on the basis of the representations, warranties and each Underwriter agreesagreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, to purchase from the Company, the Optional Shares at the purchase price per Security set forth in clause Purchase Price (athe “OverAllotment Option”). (c) of this Section 2If the Over-Allotment Option is exercised, that portion of the number of Optional Securities as to which such election shall have been exercised (Shares to be adjusted purchased by you so as to eliminate fractional shares) determined by multiplying such each Underwriter shall be the number of Optional Securities by a fraction, Shares which bears the numerator of which is same ratio to the maximum aggregate number of Optional Securities which Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter is entitled to purchase in Schedule I hereto (or such number increased as set forth in Schedule I hereto opposite its name and Section 11 hereof) bears to the denominator of which is the maximum aggregate number of Optional Securities that all Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives, in their sole discretion, shall make. (d) The Underwriters may exercise the Over-Allotment Option at any time in whole or, no more than two times, in part, on or before the thirtieth day following the date 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 SecuritiesProspectus, 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 the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting . Such notice shall set forth the aggregate number of Optional Securities Shares as to be purchased which the Over-Allotment Option is being exercised and the date on which such and time when the Optional Securities 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 the Closing Date or later than ten the fifth 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 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. A “business day” means a day other than Saturday or Sunday or other day on which the banking institutions in The City of New York are authorized or required by law or executive order to remain closed. (e) Each Underwriter represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) in connection with the issue or sale of the Shares in circumstances in which Section 21(1) of the FSMA does not apply and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Shares in, from or otherwise involving the United Kingdom. (f) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Shares to the public in that Relevant Member State other than: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Representatives for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Shares shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this subsection (c), the expression an “offer of Shares to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (g) The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its stockholders, creditors, employees or any other party, (iii) each Underwriter has not assumed nor will it assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and each Underwriter has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) each Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) each Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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 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 (a) The Selling Stockholders hereby agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, 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 jointlyhereinafter stated, to purchase from each of the Company Selling Stockholders at a purchase price of $19.4375 a share (the respective “Purchase Price”) the number of Firm Securities Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each Selling Stockholder as set forth in Schedule II hereof opposite its respective name by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto opposite its name, at and the purchase price denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of $24.2125 per Security and the Selling Stockholders hereunder. (b) in In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities Shares as provided below, each of the Company agrees Selling Stockholders agrees, severally and not jointly, to sell to each of the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from each of the CompanySelling Stockholders, at the purchase price per Security share set forth in clause (a) of this Section 23, 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, 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. . (c) The Company Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 300,000 0 Optional SecuritiesShares, at the purchase price per Security share set forth in the paragraph Section 3(a) above, provided that for the purchase price per Optional Security shall be reduced by an amount per Security equal to any dividends or distributions declared by sole purpose of covering sales of shares in excess of the Company and payable on the number of Firm Securities but not payable on the Optional SecuritiesShares. Any such election to purchase Optional Securities Shares shall be made in proportion to the number of Optional Shares to be sold by each Selling Stockholder. Any such election to purchase Optional Shares may be exercised only by written notice from you to the CompanySelling Stockholders, given within a period of 30 calendar days after the date of this Agreement, Agreement and setting forth the aggregate number of Optional Securities Shares to be purchased and the date on which such Optional Securities Shares are to be delivered, as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 5 hereof) or, unless you and the Company Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. (d) The Company and each Selling Shareholder hereby agrees that, without the prior written consent of Xxxxxxx, Xxxxx & Co., it will not, during the period ending 45 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the issuance by the Company of shares of Common Stock, any option to purchase shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common 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 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 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 $5.00 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 by each Underwriter. 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. The Underwriters 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 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 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 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 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 $__.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 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 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 Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, each Selling Stockholder agrees, severally and not jointly, subject to all the terms and conditions set forth herein, to 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, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at a price per share of $[ ] (athe "purchase price per share") the Company hereby agrees 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 II hereto as the number of Firm Shares set forth opposite the name of such U.S. 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 Selling Stockholders. The Selling Stockholders also agree, subject to all the terms and conditions set forth herein, to sell to the several 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 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 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 1,100,000 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 U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, and each Underwriter Selling Stockholder agrees, severally and not jointly, to purchase from sell to each U.S. Underwriter, the Company number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the respective same proportion to the total number of Additional Shares to be purchased pursuant to such exercise of the over-allotment option as the number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price Shares sold by such Selling Stockholder to such U.S. Underwriter pursuant to the preceding paragraph bears to the total number of Firm Shares. 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 hereof (as described in the Prospectuses under "Underwriting"), (i) it is not purchasing any Shares for the account of $24.2125 per Security 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 (biii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the event relevant province of Canada in which such offer is made and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, any such offer will not result in the Company agrees being required to sell to take any action under any national, provincial and local law in Canada, except for the several Underwriters, and filing with the securities regulatory authority of each Underwriter agrees, severally and not jointly, to purchase from province in which the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion sale of the number Shares are made 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 trade report in the paragraph aboveprescribed form, provided that together with 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 noticeapplicable fee.

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 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 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 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 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 Initial Securities as to which 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 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 the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunderSection 10 hereof). 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 from you one 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 Option Securities. The Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Initial 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) which bears the same proportion to the number of Option Securities to be purchased by the Underwriters as the number of Initial Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Initial Securities increased as set forth in Section 10 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 noticeInitial Securities.

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 The Company hereby agrees to ------------------------------- issue and sell the U.S. Company Shares to the several U.S. Underwriters, and each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several U.S. Underwriters the number of U.S. Stockholder Shares set forth opposite such Selling Stockholder's name in Schedule III hereto, and each of the U.S. Underwriters, upon 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 sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and such Selling Stockholder at a price per share of $___ (the "Purchase Price"), the respective number of U.S. Company Shares and U.S. Stockholder Shares (subject to such adjustments to eliminate fractional shares as the U.S. Representatives may determine) that bears the same proportion to the number of U.S. Company Shares and U.S. Stockholder Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of U.S. Firm Securities Shares set forth in Schedule I hereto opposite its name, at the purchase price name of such U.S. Underwriter bears to the total number of U.S. Firm Shares set forth opposite the names of all U.S. Underwriters of $24.2125 per Security in Schedule I hereto. The Company hereby agrees to issue and (b) in sell the event and International Company Shares to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided belowseveral International Managers, the Company and each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several UnderwritersInternational Managers the number of International Stockholder Shares set forth opposite such Selling Stockholder's name in Schedule IV hereto, and each Underwriter of the International Managers, upon the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, agrees, severally and not jointly, to purchase from the Company, Company and such Selling Stockholder at the purchase price per Security set forth in clause Purchase Price the respective number of International Company Shares and International Stockholder Shares (asubject to such adjustments to eliminate fractional shares as the International Representatives may determine) of this Section 2, that portion of bears the same proportion to the number of Optional Securities as to which such election shall have been exercised (International Company Shares and International Stockholder Shares to be adjusted sold by you so the Company or by such Selling Stockholder, as to eliminate fractional shares) determined by multiplying such the case may be, as the 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 International Firm Shares set forth in Schedule I II hereto opposite the name of such International Manager bears to the total number of International Firm Shares set forth opposite the names of all International Managers in Schedule II hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its name terms and conditions, the Company agrees to issue and sell to the U.S. Underwriters the Additional Shares and the denominator of which is the maximum number of Optional Securities that all of the U.S. 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, 414,824 Additional Shares from the Company 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 Shares. The U.S. Underwriters may exercise their right to purchase price per Security set forth Additional Shares in the paragraph above, provided that the purchase price per Optional Security shall be reduced whole or in part from time to 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 . The U.S. Representatives shall give any such notice on behalf of the U.S. 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 the date of such notice.notice has been given and (iii) no earlier than two business days after such

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 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 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, each Selling Stockholder agrees, severally and not jointly, subject to all the terms and conditions set forth herein, to 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, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at a price per share of $11.76 (athe "purchase price per share") the Company hereby agrees 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 II hereto as the number of Firm Shares set forth opposite the name of such U.S. 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 Selling Stockholders. Each Selling Stockholder also agrees, subject to all the terms and conditions set forth herein, to sell to the several 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 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 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 1,500,000 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 U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, and each Underwriter Selling Stockholder agrees, severally and not jointly, to purchase from sell to each U.S. Underwriter, the Company number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the respective same proportion to the total number of Additional Shares as the number of Firm Securities set forth in Schedule I hereto opposite its name, at the purchase price Shares sold by such Selling Stockholder to such U.S. Underwriter pursuant to the preceding paragraph bears to the total number of Firm Shares. 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 hereof (as described in the Prospectuses under "Underwriting"), (i) it is not purchasing any Shares for the account of $24.2125 per Security 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 (biii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the event relevant province of Canada in which such offer is made and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, any such offer will not result in the Company agrees being required to sell to take any action under any national, provincial and local law in Canada, except for the several Underwriters, and filing with the securities regulatory authority of each Underwriter agrees, severally and not jointly, to purchase from province in which the Company, at the purchase price per Security set forth in clause (a) of this Section 2, that portion sale of the number Shares are made 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 trade report in the paragraph aboveprescribed form, provided that together with 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 noticeapplicable fee.

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.