Common use of Delivery of the Shares and Payment Therefor Clause in Contracts

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery Subject to Section 8 ------------------------------------------- hereof, delivery to the Underwriters of and payment by the Underwriters for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇ ▇▇▇▇▇d▇ Inc., ▇▇▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ the date of this Agreement ▇, at 10:00 A.M., New York City time, on , 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery Subject to Section 8 hereof, delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ Inc. at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ at 10:00 a.m., New York, New York time, on [CLOSING DATE], 2020, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representative and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on made through the Closing Date or the Additional Closing Date, as the case may be, facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ the representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor the Option Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third business day prior to the Closing Date (as defined below)) shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Simp▇▇▇ ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter& ▇art▇▇▇▇, ▇▇5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇, ▇▇ the date of this Agreement 9:30 A.M., New York City time, on October 29, 1999 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the CompanyTrust. Delivery to the Underwriters of and payment for any Additional Option Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Simp▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ art▇▇▇▇ ▇▇ ▇▇▇▇▇ such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Trust of the Underwriters' determination to purchase a number, specified in such notice, of Additional Option Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional any Option Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the CompanyTrust. The place and time for the closing of the Advisor Shares shall be as agreed upon by the Advisor and the Trust, except that the date of such closing for the Advisor Shares shall in no event be earlier than the Closing Date. Certificates for the Firm Shares and for any Additional Option Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Option Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, through the facilities of The Depository Trust Company, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Smit▇ ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇., 388 ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ the date of this Agreement 10:00 A.M., New York City time, on , 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇Smit▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ . at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice, it being understood that a facsimile transmission shall be deemed written notice, prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇at 10:00 a.m., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ St. Petersburg, Florida time, on [_________], or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [__________] as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm The Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and shall be in such denominations as you the Representative shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second at least two full business day preceding days before the Firm Shares Closing Date or the Additional Closing Dateor, as in the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida timeof Additional Shares, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of notice of exercise of the purchase price therefore by wire transfer option as described in the second paragraph of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder this Section 4 and shall be delivered by or on behalf of the Representatives via wire transfer Company to the CompanyRepresentative through the facilities of the Depository Trust Company (“DTC”) for the account of each Underwriter. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James R▇▇▇▇▇▇ J▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇ ▇▇▇▇L.L.P., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, Suite 3700, Dallas, TX 75201 at 10:00 a.m., New York, New York time, on March 10, 2015, or such other place, time and date not later than 1:30 p.m., New York, New York time, on March 15, 2015 as the Representatives shall designate by notice to the Company and the Selling Stockholder (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representatives, the Company and the Selling Stockholder. The Company and the Selling Stockholder hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholder or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ , Suite 3700, Dallas, TX 75201 at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three one nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the CompanyCompany and the Selling Stockholder, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the accounts (together with the related account holder information and respective denominations) to which the Additional Shares are to be delivered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you you, the Company and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may beSelling Stockholder. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you in book entry form on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the CompanySelling Stockholder. Payment for the Shares sold by the Company Selling Stockholder hereunder shall be delivered by the Representatives via wire transfer to the CompanySelling Stockholder. Delivery of the Firm Shares and any Additional Shares shall be made through the facilities of The Depository Trust Company to the accounts specified by the Representatives not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, unless the Representatives and the Selling Stockholder shall otherwise agree. It is understood that the Representatives have been authorized, for their own account respective accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc.Each Representative, individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on , 2013, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on , 2013 as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, Company of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for Delivery of the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available to you in St. Petersburg, Florida for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 9:30 a.m.A.M., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The Any such certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company (with respect to the payment to be made to the Company) or by the Custodian (with respect to the payment to be made to the Selling Stockholders). Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representatives to the Custodian (as defined herein). It is understood that the Representatives have been authorized, for their own respective account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as RepresentaEach of ▇▇▇▇▇▇▇ ▇f ▇▇▇▇ and Associates, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., individually and not as Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement (as defined herein).

Delivery of the Shares and Payment Therefor. Delivery to the U.S. Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ the date of this Agreement ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 A.M., New York City time, on August __, 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between among you, the Representatives Company and the CompanyAttorneys-in-Fact. Delivery to the U.S. Underwriters of and payment for any Additional Shares to be purchased by the U.S. Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ Inc. at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the U.S. Underwriters to the Company, Company of the U.S. Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on March 27, 2018 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on April 10, 2018, as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representatives shall otherwise instruct. It is understood that the Representatives have has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇▇▇ ▇f ▇▇▇▇ and Associates, Inc. and Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc., each individually and not as Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. (a) Delivery to the Underwriters of the Firm Shares and payment therefor shall be made against payment therefor at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 9:00 a.m., St. Peter▇▇▇▇▇Chicago, ▇▇▇▇▇▇▇ ▇▇▇▇Illinois time, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the third full business day following the date of this the Pricing Agreement (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made ) at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. PetersburgJone▇, ▇▇y, Reav▇▇ & ▇▇dogu▇, ▇▇ 10:00 a.m., St. PeteW▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Illinois 60601-1692. The place of the closing and the Closing Date may be varied by agreement among the Representatives and the Company. (b) Delivery to the Underwriters of any Additional Shares to be purchased by the several Underwriters shall be made in Chicago, Illinois against payment therefor at the offices of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇ W▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, Illinois 60601-1692 at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives on behalf to the Company and the Agents of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such said notice, of Additional Shares. Such Said notice may be given at any time within 30 days after the date of the Prospectusexecution of the Pricing Agreement. The place of the closing for the Additional Shares and the Additional Option Closing Date may be varied by agreement among the Representatives and the Company. (c) If the Representatives, the Company and the Selling Stockholders have elected to enter into the Pricing Agreement after the Registration Statement is effective, the Purchase Price per Share to be paid by the several Underwriters for the Shares shall be an amount equal to the public offering price, less an amount to be determined by agreement among the Representatives, the Company and the Selling Stockholders. The public offering price per Share of the Shares shall be a fixed price to be determined by agreement between you the Representatives and the Company. The public offering price and the Purchase Price per Share, when so determined, shall be set forth in the Pricing Agreement. If such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company, the Selling Stockholders and the Representatives and except as otherwise provided in Section 5 hereof. If the Representatives, the Company and the Selling Stockholders have elected to enter into the Pricing Agreement prior to the Registration Statement becoming effective, the public offering price and the Purchase Price per Share to be paid by the several Underwriters for the Shares having each been determined and set forth in the Pricing Agreement, the Company agrees to file an amendment to the Registration Statement and the Prospectus before the Registration Statement becomes effective. (d) Certificates for the Firm Shares and for any the Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you the Representatives shall request upon at least 48 hours prior notice to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day Company and the Custodian preceding the Closing Date or the Additional Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburgthe Representatives at the office of The Depository Trust Company, Florida New York, New York, for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding at least 24 hours prior to the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any the Additional Shares to be purchased hereunder shall be delivered to you the Representatives on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire with any transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold taxes thereon duly paid by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing DateSelling Stockholders, as the case may be, for the account respective accounts of such Underwriterthe several Underwriters, but any such against payment shall not relieve such Underwriter from any of the purchase price therefor by wire or other immediately available funds. It is understood by the Company and the Selling Stockholders that each of the Underwriters has authorized the Representatives, for its obligations under this Agreementaccount, to accept delivery of, receipt for and make payment of the purchase price for, the Shares it has agreed to purchase.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ & ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement at 10:00 A.M., New York City time, on November 30, 1999 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you, on behalf of the Representatives Underwriters, and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, & ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you you, on behalf of the Underwriters, and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. PetersburgSlate, ▇▇▇▇▇d▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ 10:00 a.m.▇▇▇▇▇ ▇▇▇▇▇▇, St. Peter▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement at 10:00 A.M., New York City time, on August 14, 2009 (the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇Slate, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ LLP at such time on such date (the "Additional “Option Closing Date") (”), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.P.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately preceding the Closing Date or the Additional any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close order of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the ------------------------------------------- Underwriters of and payment for the Firm Shares and payment therefor the Option Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third business day prior to the Closing Date (as defined below)) shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or through the date facilities of this Agreement the Depository Trust Company or another mutually agreeable facility, at 9:30 A.M., New York City time, on ________ __, 1999 (the "Closing Date"). The place of closing for the Firm Shares and the Option Shares and the Closing Date may be varied by agreement between the Representatives you and the CompanyTrust. Delivery to the Underwriters of and payment for any Additional Option Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Trust of the Underwriters' determination to purchase a number, specified in such notice, of Additional Option Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional any Option Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the CompanyTrust. Certificates for the Firm Shares and for any Additional Option Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Option Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, through the facilities of The Depository Trust Company, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Smit▇ ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇., 388 ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇, ▇▇ the date of this Agreement 10:00 A.M., New York City time, on April ___, 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between among you, the Representatives Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇Smit▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ . at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company and the Attorneys-in-Fact of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you among you, the Company and the Company5 Attorneys-in-Fact. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement , ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at 10:00 a.m., St. Petersburg, Florida time, on ___________, 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified certified or official bank check or checks payable in writing, not later than the close of business on the business day New York Clearing House (next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Companyday) funds. Payment for the Firm Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to The closing for the Underwriters purchase of the Firm Shares and payment therefor shall be made take place at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement (the "Closing Date"), ▇▇. The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on [ ], 2019, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [ ], 2019 as the Representative and the Company may agree (the time and date of such closing are called the “Closing Date”). The closing for the purchase of any Additional Shares to be purchased by the Underwriters shall take place at the offices of ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at 10:00 a.m., St. Petersburg, Florida time, on such date (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates or book-entries for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates certificates, if any, shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates or book-entries evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. The Company shall deliver the Firm Shares and any Additional Shares through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but but, subject to Section 12, shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor the Option Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third business day prior to the Closing Date (as defined below)) shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Simp▇▇▇ ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter& ▇art▇▇▇▇, ▇▇5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇, ▇▇ the date of this Agreement 9:30 A.M., New York City time, on ________ __, 1999 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the CompanyTrust. Delivery to the Underwriters of and payment for any Additional Option Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Simp▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ art▇▇▇▇ ▇▇ ▇▇▇▇▇ such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Trust of the Underwriters' determination to purchase a number, specified in such notice, of Additional Option Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional any Option Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the CompanyTrust. The place and time for the closing of the Advisor Shares shall be as agreed upon by the Advisor and the Trust, except that the date of such closing for the Advisor Shares shall in no event be earlier than the Closing Date. Certificates for the Firm Shares and for any Additional Option Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Option Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, through the facilities of The Depository Trust Company, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on the second full business day following the date hereof or, if the pricing of this Agreement (the "Closing Date"). The place of closing for the Firm Shares occurs after 4:30 p.m., St. Petersburg, Florida time, on the third full Business Day thereafter, or at such other date as shall be determined by the Representative and the Company (the time and date of such closing are called the “Closing Date may be varied by agreement between the Representatives and the CompanyDate”). Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for for, the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, B. ▇▇▇▇▇d▇ ▇▇ 10:00 a.m.& Co., St. Peter▇▇▇▇▇LLC, ▇▇▇1▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , Suite 800, Los Angeles, California at 10:00 a.m., Los Angeles, California time, on [ ], 2016, or such other place, time and date not later than 1:30 p.m., Los Angeles, California time, on [ ], 2016 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Offering Circular or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, B. ▇▇▇▇▇ & Co., LLC, 1▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇, Suite 800, Los Angeles, California, at 10:00 a.m., Los Angeles, California time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, Company of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusOffering Circular and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates, if any, for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered made to you the Representative on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. The Company shall deliver the Firm Shares and any Additional Shares through the facilities of the Depository Trust Company unless the Representative shall otherwise instruct. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and AssociatesB. ▇▇▇▇▇ & Co., Inc.LLC, individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters Underwriter of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on September 16, 2009, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on September 23, 2009 as the Underwriter shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Underwriter and the Company. The Company hereby acknowledges that circumstances under which Underwriter may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters Underwriter of and payment for any Additional Shares to be purchased by the Underwriters Underwriter shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the CompanyUnderwriter, of the Underwriters' Underwriter’s determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriter is exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Underwriter and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Underwriter on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Underwriter to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Underwriter shall otherwise instruct. It is understood that the Representatives have Underwriter has been authorized, for their its own account and the accounts of the several Underwritersaccount, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have Underwriter has agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇at 10:00 a.m., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ St. Petersburg, Florida time, on August 6, 2014, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 21, 2014 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered made to you the Representative on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. The Company shall deliver the Firm Shares and any Additional Shares through the facilities of the Depository Trust Company unless the Representative shall otherwise instruct. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James R▇▇▇▇▇▇ J▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on March 25, 2014 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on April 8, 2014 as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, Company of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for Delivery of the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available to you in St. Petersburg, Florida for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 9:30 a.m.A.M., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The Any such certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company (with respect to the payment to be made to the Company) or by the Custodian (with respect to the payment to be made to the Selling Stockholders). Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representatives to the Custodian (as defined herein). It is understood that the Representatives have been authorized, for their own respective account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as RepresentaEach of ▇▇▇▇▇▇▇ ▇f ▇▇▇▇ and Associates, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., individually and not as Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement (as defined herein).

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Simp▇▇▇ ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter& ▇art▇▇▇▇, ▇▇5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ the date of this Agreement 10:00 a.m. (New York City time) on February -, 1999 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Simp▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ art▇▇▇▇ ▇▇ ▇▇▇▇▇ such time on such dates (the each, an "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date Dates for any such shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice prior to 1:00 p.m., St. Petersburg, Florida 9:30 a.m. (New York City time, not later than ) on the second full business day preceding the Closing Date or the Additional Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida a.m. (New York City time, ) on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇dSmit▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ ▇▇▇▇333 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ the date of this Agreement ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ 10:00 A.M., New York City time, on December 1, 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇Smit▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ . mentioned above at such time and on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters or registry of and payment for the Firm Shares and payment therefor shall be made at the offices of Raymond James & AssociatesPrincipal Financial Securities, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, 1445 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , Suite 4800, Dallas, Texas, at 10:00 a.m., Dallas, Texas time, on the fourth full business day following the date of this Agreement (the "Closing Date"). The place of closing delivery for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters or registry of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & AssociatesPrincipal Financial Securities, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇1445 ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ , Suite 4800, Dallas, Texas, at 10:00 a.m., Dallas, Texas time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date of the Prospectusthis Agreement. The place of closing delivery for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates Firm Shares shall be registered in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co., and credited to the accounts of such Underwriters as the Representatives shall request, upon notice to the Company at least 48 hours prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate purchase price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and for packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the Closing Date. One or more certificates in definitive form representing any Additional Shares purchased shall be delivered, or, if such Additional Shares are to be purchased hereunder held through DTC, such Additional Shares shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.credited, St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or on the Additional Closing DateDate in the same manner, as and upon the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection same terms and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment conditions set forth for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account delivery and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementFirm Shares.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters Underwriter of the Firm Shares and payment therefor shall be made at the offices of Raymond James Cravath, Swaine & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇ LLP, ▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York, New York time, on July 24, 2020, or such other place, time and date not later than 1:30 p.m., New York, New York time, on July 31, 2020 as the Underwriter shall designate by notice to the Company and the Selling Stockholder (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Underwriter, the Company and the Selling Stockholder. The Company and the Selling Stockholder hereby acknowledge that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholder or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. Delivery to the Underwriters Underwriter of and payment for any Additional Shares to be purchased by the Underwriters Underwriter shall be made at the offices of Raymond James Cravath, Swaine & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇ LLP, ▇▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., New York, New York time, on such date or dates (the "each, an “Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three one nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a one or more written noticenotices, from the Representatives on behalf of the Underwriters Underwriter to the CompanyCompany and the Selling Stockholder, of the Underwriters' Underwriter’s determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time or from time to time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriter is exercising the option and the date on which such Additional Shares are to be purchased and (ii) the account(s) (together with the related account holder information) to which the Additional Shares are to be delivered. The place of closing for the Additional Shares and the an Additional Closing Date may be varied by agreement between you you, the Company and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may beSelling Stockholder. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you in book entry form on the Closing Date or the applicable Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the applicable Additional Closing Date, as the case may be, by the CompanySelling Stockholder. Payment for the Shares sold by the Company Selling Stockholder hereunder shall be delivered by the Representatives via wire transfer Underwriter to the CompanySelling Stockholder. It is understood that the Representatives have been authorized, for their own account and the accounts Delivery of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and any Additional Shares shall be made through the Additional Shares, if any, that facilities of The Depository Trust Company to the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received account(s) specified by the Representatives by Underwriter not later than the close of business on the business day next preceding the Closing Date or the applicable Additional Closing Date, as the case may be, for unless the account of such Underwriter, but any such payment Underwriter and the Selling Stockholder shall not relieve such Underwriter from any of its obligations under this Agreementotherwise agree.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor for the Shares shall be made at 10:00 a.m., New York City time, on December 5, 2011, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by mutual written agreement of the Representatives and the Company (such date and time of delivery and payment for the Shares being herein called the “Closing Date”) or on the applicable Option Closing Date (or at such other time on the same or on such other date, in any event not later than the third Business Day thereafter, as the Underwriters and the Company may agree in writing). Delivery of the Shares shall be made against payment by the Representatives of the purchase price thereof, to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. The Shares will be delivered to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”) and will be made available for inspection by the Representatives at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (New York, New York, not later than 1:00 p.m., New York time on the "Additional Closing Date") (which may be the same as Business Day before the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional applicable Option Closing Date, as the case may be, or such other date, time and place as the Representatives and the Company may agree. Such The certificates evidencing the Shares to be purchased hereunder, if Shares are issued in certificated form, shall be made available to you to, or at the direction of, the Representatives in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida New York City time, on the business day immediately Business Day next preceding the Closing Date or the Additional any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder hereunder, if Shares are issued in certificated form, shall be delivered to you to, or at the direction of, the Representatives on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close order of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ at 10:00 a.m., New York, New York time, on [•], 2021, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representative and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on made through the Closing Date or the Additional Closing Date, as the case may be, facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ the representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. (a) Delivery to the Underwriters of and payment to the Fund for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. PetersburgSlate, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter& ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or through the date facilities of this Agreement the Depository Trust Company or at another mutually agreeable facility, at 9:30 A.M., New York City time, on October 29, 2004 (the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Fund. (b) Delivery to the Underwriters of of, and payment for to the Fund for, any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇Slate, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ LLP or through the facilities of the Depository Trust Company or another mutually agreeable facility at such time on such date (the "Additional an “Option Closing Date") (”), which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten three business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Fund of the Underwriters' ’ determination to purchase a number, specified in such said notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Additional Shares may be varied by agreement between you and the Company. Fund. (c) Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.P.M., St. Petersburg, Florida New York City time, not later than (i) in respect of the Firm Shares, on the second full business day preceding the Closing Date or and (ii) in respect of Additional Shares, on the day of the giving of the written notice in respect of such Additional Closing Date, as the case may beShares. Such certificates shall will be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.9:00 A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, through the facilities of the Depository Trust Company or another mutually agreeable facility against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts order of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementFund.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, G▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m., New York, New York time, on January 26, 2018, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the fifth business day thereafter as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, G▇▇▇▇▇d▇▇▇ T▇▇▇▇▇▇, LLP, 2▇▇ 10:00 a.m., St. Pete▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representatives and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on made through the Closing Date or the Additional Closing Date, as the case may be, facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Each of R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc.Inc. and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ the representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Smit▇ ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇., 388 ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇, ▇▇ the date of this Agreement 10:00 A.M., New York City time, on November 26, 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives among you and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇Smit▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ . at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares Company and the Additional Closing Date may be varied by agreement between you and the Company. Attorneys-in-Fact Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on October 23, 2020, or such other place, time and date not later than the fifth business day thereafter as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representatives and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Representatives on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representatives shall otherwise instruct. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James Each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc. and BofA Securities, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement , ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at 10:00 a.m., St. Petersburg, Florida time, on , 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified certified or official bank check or checks payable in writing, not later than the close of business on the business day New York Clearing House (next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementday) funds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters Underwriter of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on March 7, 2014, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on March 7, 2014 as the Underwriter shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Underwriter and the Company. The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters Underwriter of and payment for any Additional Shares to be purchased by the Underwriters Underwriter shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf Underwriter to the Company of the Underwriters to the Company, of the Underwriters' Underwriter’s determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Underwriter and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered made to you the Underwriter on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Underwriter to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for The Company shall deliver the Firm Shares and any Additional Shares through the Additional Shares, if any, that facilities of the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, Depository Trust Company (“DTC”) for the account of such Underwriter, but any such payment the Underwriter unless the Underwriter shall not relieve such Underwriter from any of its obligations under this Agreementotherwise instruct.

Delivery of the Shares and Payment Therefor. (a) Delivery to the Underwriters of and payment to the Fund for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. PetersburgSlate, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter& ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or through the date facilities of this Agreement the Depository Trust Company or at another mutually agreeable facility, at 9:30 A.M., New York City time, on July 31, 2002 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Fund; (b) Delivery to the Underwriters of of, and payment for to the Fund for, any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇Slate, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ LLP or through the facilities of the Depository Trust Company or another mutually agreeable facility at such time on such date (the an "Additional Option Closing Date") (), which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten three business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Fund of the Underwriters' determination to purchase a number, specified in such said notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Additional Shares may be varied by agreement between you and the Company. Fund; (c) Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.P.M., St. Petersburg, Florida New York City time, not later than (i) in respect of the Firm Shares, on the second full business day preceding the Closing Date or and (ii) in respect of Additional Shares, on the day of the giving of the written notice in respect of such Additional Closing Date, as the case may beShares. Such certificates shall will be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.9:00 A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, through the facilities of the Depository Trust Company or another mutually agreeable facility against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts order of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementFund.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on August 14, 2017, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 14, 2017, as the Representatives shall designate by written notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between among the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor nor, unless you and the Company otherwise agree in writing, earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between among you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you by the Custodian on the Closing Date or the Additional Closing Date, as the case may be, through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. (a) Delivery to the Underwriters of and payment to the Fund for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. PetersburgSlate, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter& ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or through the date facilities of this Agreement the Depository Trust Company or at another mutually agreeable facility, at 9:30 A.M., New York City time, on February [ ], 2004 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Fund. (b) Delivery to the Underwriters of of, and payment for to the Fund for, any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇Slate, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ LLP or through the facilities of the Depository Trust Company or another mutually agreeable facility at such time on such date (the an "Additional Option Closing Date") (), which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten three business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Fund of the Underwriters' determination to purchase a number, specified in such said notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Additional Shares may be varied by agreement between you and the Company. Fund. (c) Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.P.M., St. Petersburg, Florida New York City time, not later than (i) in respect of the Firm Shares, on the second full business day preceding the Closing Date or and (ii) in respect of Additional Shares, on the day of the giving of the written notice in respect of such Additional Closing Date, as the case may beShares. Such certificates shall will be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.9:00 A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, through the facilities of the Depository Trust Company or another mutually agreeable facility against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts order of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementFund.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on [ ], or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [ ] as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company and the Selling Shareholders hereby acknowledge that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Shareholders or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates, if any, for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you you, the Company and the CompanySelling Shareholders. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered made to you the Representative on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the CompanyCompany and the Selling Shareholders. The Company shall deliver the Firm Shares through the facilities of the Depository Trust Company unless the Representative shall otherwise instruct. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Payment for the Shares sold by the Selling Shareholders hereunder shall be delivered by the Representative to the Custodian (as defined herein). It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of such Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of such Selling Shareholder with the Custodian under the Custody Agreement (as defined herein).

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, G▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , 200 Park Avenue, New York, New York at 10:00 a.m., New York, New York time, on June 14, 2018, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the third business day thereafter as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, G▇▇▇▇▇d▇, ▇▇ 10:00 a.m.Traurig, St. PeteLLP, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representatives and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on made through the Closing Date or the Additional Closing Date, as the case may be, facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Each of R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., J▇▇▇▇▇▇▇▇ LLC and KeyBanc Capital Markets Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ the representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor for the Shares shall be made at 10:00 a.m., New York City time, on May 30, 2013, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by mutual written agreement of the Representatives and the Company (such date and time of delivery and payment for the Shares being herein called the “Closing Date”) or on the applicable Option Closing Date (or at such other time on the same or on such other date, in any event not later than the third Business Day thereafter, as the Underwriters and the Company may agree in writing). Delivery of the Shares shall be made against payment by the Representatives of the purchase price thereof, to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. The Shares will be delivered to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”) and will be made available for inspection by the Representatives at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, New York, New York, not later than 1:00 p.m., New York City time on the date of this Agreement (Business Day before the "Closing Date"). The , or the applicable Option Closing Date, as the case may be, or such other date, time and place of closing for the Firm Shares and the Closing Date may be varied by agreement between as the Representatives and the CompanyCompany may agree. Delivery The Shares shall be in global form registered in the name of Cede & Co., as nominee for DTC. Certificate(s) for the Preferred Shares shall be delivered to the Underwriters of Depositary and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names the name of Cede & Co., as nominee for DTC and in such denominations as you the Representatives shall request prior to 1:00 p.m.P.M., St. Petersburg, Florida New York City time, not later than on the second full business day Business Day next preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you to, or at the direction of, the Representatives in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida New York City time, on the business day immediately Business Day next preceding the Closing Date or the Additional any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder hereunder, if Shares are issued in certificated form, shall be delivered to you to, or at the direction of, the Representatives on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close order of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on [ ], or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on June , 2007 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company and the Selling Shareholder hereby acknowledge that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Shareholder or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten five business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the CompanyCompany and the Selling Shareholder, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for The Company and the Firm Shares and for any Additional Shares to be purchased hereunder Selling Shareholder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing timely deliver the Firm Shares and any Additional Shares to be purchased hereunder through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Companyotherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Selling Shareholder hereby agrees that he will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of such Selling Shareholder’s obligations hereunder.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James King & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇Spalding LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 a.m., New York, New York time, on [·], or such other place, time and date not later than 1:30 p.m., New York, New York time, on [·] as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James King & Associates, Inc., 880 Carillon Parkway, St. PetersburgSpalding LLP, ▇▇▇▇ ▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ , at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three one nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the The Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, in writing not later than the second one full business day preceding prior to the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the applicable Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the an Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, against payment of the purchase price therefore by wire transfer of immediately available funds to an account accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the CompanyCompany or the Selling Stockholders, as the case may be. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representatives to the Custodian (as defined herein). It is understood that the Representatives have been authorized, for their own account respective accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc.Each Representative, individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Attorneys (defined herein) are authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ __, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on June __, 2001 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 of this Agreement. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their own its account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇ ▇▇ ▇f ▇▇▇ Underwriters▇nderwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇▇ & Knight, L.L.P., ▇▇▇▇ ▇▇▇▇▇▇▇ 10:00 a.m., St. Peter▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., Dallas, Texas time, on [ , 2004],1 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [ , 2004]2 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇▇ & ▇▇▇▇▇▇, L.L.P., ▇▇▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ Dallas, Texas time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and 1 Fourth full business day after the date of this Agreement, unless the pricing occurs at a time earlier than 4:30 p.m., East Coast time, in which case it is the third full business day after the date of this Agreement. 2 Ten business days following the original contemplated Closing Date. not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on June 16, 2009, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on June 23, 2009 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Underwriter shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on March 17, 2017, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of this Agreement (payment and delivery being herein called the "Closing Date"“First Time of Delivery”). The place of closing for the Firm Shares and the Closing Date First Time of Delivery may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Time of Delivery as originally scheduled include any reasonable determination by the Company or the Representatives to recirculate or otherwise make available to the public an amended or supplemented General Disclosure Package or Prospectus. In addition, in the event that any or all of the Optional Shares are purchased by the Underwriters, delivery to the Underwriters of of, and payment for any Additional of the purchase price for, such Optional Shares to be purchased by the Underwriters shall be made at the above mentioned offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the Company, on each Additional Time of Delivery (as defined below) as specified in the "Additional Closing Date") notice from the Representatives to the Company (which may be the same as the Closing DateFirst Time of Delivery, but shall in no event be earlier than the Closing Date First Time of Delivery nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase purchase, severally and not jointly, a number, specified in such notice, of Additional Optional Shares. Such Each such notice may be given at any time within 30 days after the date hereof and must set forth (i) the aggregate number of Optional Shares as to which the ProspectusUnderwriters are exercising the option and (ii) the names and denominations for which the Optional Shares are to be registered. The place of closing for the Additional Optional Shares and the any Additional Closing Date Time of Delivery may be varied by agreement between you the Representatives and the Company. Certificates Each such time and date for delivery of the Firm Optional Shares and for any is herein called an “Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.Time of Delivery,” and, St. Petersburgtogether with the First Time of Delivery, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. is herein called a “Time of Delivery.” The certificates evidencing the Firm Shares and any Additional Optional Shares to be purchased hereunder shall be delivered to you the Representatives for the respective accounts of the Underwriters for the Shares to be purchased by them on the Closing Date First Time of Delivery or the any Additional Closing DateTime of Delivery, as the case may be, against payment of the applicable purchase price therefore therefor by wire transfer of immediately available funds to an account one or more accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date First Time of Delivery or the Additional Closing DateTime of Delivery, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. It is understood that the Representatives have been authorizedauthorized by each Underwriter, for their own account and the respective accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the applicable purchase price per Share for for, the Firm Shares and the Additional Optional Shares, if any, that the Underwriters Underwriters, acting severally and not jointly, have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ Sachs, Credit Suisse and Associates, Inc., individually and not as Representa▇▇▇▇▇▇▇ ▇f ▇▇▇ ▇▇, individually and not as Representatives of the Underwriters, may, may (but shall not be obligated to, ) make payment of the purchase price for any the Firm Shares or the Optional Shares, if any, to be purchased by any Underwriter whose funds shall have not have been received by the Representatives by the Closing Date First Time of Delivery or the any Additional Closing DateTime of Delivery, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementhereunder.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on March 5, 2014 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on March 5, 2014 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associatesthe Representative, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representative and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered made to you the Representative on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. The Company shall deliver the Firm Shares and any Additional Shares through the facilities of the Depository Trust Company unless the Representative shall otherwise instruct. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the ------------------------------------------- Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m. eastern standard time, on March 1, 2002, or such other place, time and date not later than 1:30 p.m., eastern standard time, on the date that is seven business days following the original contemplated Closing Date (the time and date of this Agreement (such closing are called the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m. eastern standard time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the CompanyCompany and the Selling Stockholders, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida p.m. eastern standard time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida a.m. eastern standard time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by certified or bank cashier's checks or by wire transfer of immediately available funds to an account accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the CompanyCompany and the Selling Stockholders. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representatives to or in accordance with the instructions of the Attorneys (as defined herein). It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder's obligations hereunder, unless such taxes or duties are paid by the Corporation and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement (as defined herein).

Delivery of the Shares and Payment Therefor. (a) Delivery to the Underwriters of and payment to the Fund for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. PetersburgSlate, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter& ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or through the date facilities of this Agreement the Depository Trust Company or at another mutually agreeable facility, at 9:30 A.M., New York City time, on [ ], 2004 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Fund. (b) Delivery to the Underwriters of of, and payment for to the Fund for, any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & AssociatesSkadden, Inc.Arps, 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇Slate, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ & ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ LLP or through the facilities of the Depository Trust Company or another mutually agreeable facility at such time on such date (the an "Additional Option Closing Date") (), which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten three business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Fund of the Underwriters' determination to purchase a number, specified in such said notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Additional Shares may be varied by agreement between you and the Company. Fund. (c) Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.P.M., St. Petersburg, Florida New York City time, not later than (i) in respect of the Firm Shares, on the second full business day preceding the Closing Date or and (ii) in respect of Additional Shares, on the day of the giving of the written notice in respect of such Additional Closing Date, as the case may beShares. Such certificates shall will be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.9:00 A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, through the facilities of the Depository Trust Company or another mutually agreeable facility against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts order of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementFund.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on [ ], 2014 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [ ], 2014 as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, Company of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for Delivery of the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available to you in St. Petersburg, Florida for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 9:30 a.m.A.M., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The Any such certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company (with respect to the payment to be made to the Company) or by the Custodian (with respect to the payment to be made to the Selling Stockholders). Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representatives to the Custodian (as defined herein). It is understood that the Representatives have been authorized, for their own respective account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as RepresentaEach of ▇▇▇▇▇▇▇ ▇f ▇▇▇▇ and Associates, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., individually and not as Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement (as defined herein).

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ at 10:00 a.m., New York, New York time, on July 24, 2020, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representative and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on made through the Closing Date or the Additional Closing Date, as the case may be, facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ the representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇[_________],▇▇ ▇▇▇▇ ▇▇▇▇▇ ther place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [__________] as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten seven business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. In the alternative, delivery of the Firm Shares and the Additional Shares may be made through the "full fast" system of the Depository Trust Company, in each case pursuant to the schedule set forth above. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇ ▇▇ ▇f ▇▇▇ Underwriters▇nderwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor for the Shares shall be made at 10:00 a.m., New York City time, on October 1, 2008, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by mutual written agreement of the Representatives and the Company (such date and time of delivery and payment for the Shares being herein called the “Closing Date”) or on the applicable Option Closing Date (or at such other time on the same or on such other date, in any event not later than the third Business Day thereafter, as the Underwriters and the Company may agree in writing). Delivery of the Shares shall be made against payment by the Representatives of the purchase price thereof, to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. The Shares will be delivered to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”) and will be made available for inspection by the Representatives at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (New York, New York, not later than 1:00 p.m., New York time on the "Additional Closing Date") (which may be the same as Business Day before the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional applicable Option Closing Date, as the case may be, or such other date, time and place as the Representatives and the Company may agree. Such The certificates evidencing the Shares to be purchased hereunder, if Shares are issued in certificated form, shall be made available to you to, or at the direction of, the Representatives in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida New York City time, on the business day immediately Business Day next preceding the Closing Date or the Additional any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder hereunder, if Shares are issued in certificated form, shall be delivered to you to, or at the direction of, the Representatives on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close order of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on [ ], or such other place, time and date as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, which specification shall occur not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the CompanyCompany and the Selling Stockholders. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representative to the Custodian (as defined herein). It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement (as defined herein).

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on the fourth full business day after the date of this Agreement Agreement, unless the pricing occurs at a time earlier than 4:30 p.m., St. Petersburg, Florida time, in which case insert the third full business day after the date of this Agreement., or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on , 2006 [ten business days following the original contemplated Closing Date] as the Representative shall designate by notice to the Company (the "time and date of such closing are called the “Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Company It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m., New York, New York time, on [ ], or such other place, time and date not later than 1:30 p.m., New York, New York time, on the third business day thereafter as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on made through the Closing Date or the Additional Closing Date, as the case may be, facilities of The Depositary Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ the representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters Underwriter of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on October 11, 2005 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, October 11, 2005 as the Underwriter shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Underwriter and the Company. Delivery to the Underwriters Underwriter of and payment for any Additional Shares to be purchased by the Underwriters Underwriter shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters Underwriter to the Company, of the Underwriters' Underwriter’s determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriter is exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you by the Company on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Underwriter to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James Sidley & AssociatesAustin, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the date of this Agreement ▇, at 10:00 A.M., Chicago time, on June __, 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between among you, the Representatives Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James Sidley & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ Austin at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company and the Attorneys- in-Fact of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Additional Shares may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters Underwriter of and payment for the Firm Shares and payment therefor the Option Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third business day prior to the Closing Date) shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇▇ Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇, at 10:00 A.M., New York City time, on February 28, 2002 (the "Closing Date"). If the option provided for in Section 2(b) hereof is exercised after the third business day prior to the Closing Date, the Company will deliver the Option Shares to the Underwriter, at ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date specified by the Underwriter (which shall be within three business days after exercise of said option) for the accounts of the Underwriter, against payment by the Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Shares occurs after the Closing Date (the "Additional Closing Settlement Date") (which may ), the Company will deliver to the Underwriter on the Settlement Date for the Option Shares, and the obligation of the Underwriter to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the same as the Closing Dateopinions, but shall in no event be earlier than certificates and letters delivered on the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters pursuant to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusSection 8 hereof. The place of closing for the Additional Firm Shares and or the Option Shares and the Additional Closing Date or Settlement Date may be varied by agreement between you and the Company. Certificates for The parties acknowledge and agree that the Firm Shares and for any Additional shall be maintained in book-entry-only form. The Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.P.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement , ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at 10:00 a.m., St. Petersburg, Florida time, on __________, 2000 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an the account specified in writing, not later than the close of business on the business day two days next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Firm Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on May 10, 2017, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on May 24, 2017 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. The Company shall deliver the Firm Shares and any Additional Shares through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters Managers of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇ ▇▇▇▇▇d▇ Inc., ▇▇▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ the date of this Agreement ▇, at 10:00 A.M., New York City time, on , 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters Managers of and payment for any Additional Shares to be purchased by the Underwriters Managers shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ Inc. at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters Managers to the Company, Company of the UnderwritersManagers' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at 10:00 a.m., St. Petersburg, Florida time, [four] business days after the date of this Agreement hereof (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") " (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) ), as shall be specified in a written notice, notice from the Representatives on you an behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date of upon which the ProspectusRegistration Statement is declared effective by the Commission. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than on the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer or certified or official bank check or checks payable in same day funds. If the Representatives so elect, delivery of immediately available funds the Shares may be made by credit through full fast transfer to an account specified in writing, not later than the close of business on accounts at the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, Depository Trust Company designated by the CompanyRepresentatives. Payment The certificates in negotiable form for the Firm Shares and Additional Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement (as defined below). Each Selling Shareholder agrees that the certificates for the Shares for such Selling Shareholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody, including the Power of Attorney (as defined below) is to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated by the act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Shares to be sold by such Selling Shareholder hereunder, such Shares, except as specifically provided herein or in the Company hereunder Custody Agreement, shall be delivered by the Representatives via wire transfer to Custodian (as defined below) in accordance with the Company. It is understood that terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Representatives Custodian shall have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account notice of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementdeath or other event.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ St. Petersburg, Florida time, on February 15, 2017, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on February 15, 2017 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price per Share therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James Akin, Gump, Strauss, Haue▇ & Associates▇eld, Inc.▇.L.P., 880 Carillon Parkway, St. Petersburg, 1700 ▇▇▇▇▇d▇▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement 10:00 a.m., Dallas, Texas time, on _______________, 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James Akin, Gump, Strauss, Haue▇ & Associates▇eld, Inc.▇.L.P., 880 Carillon Parkway, St. Petersburg1700 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇d▇▇▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10:00 a.m., Dallas, Texas time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between among you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares Company and the Additional Shares, if any, that the Underwriters have agreed Selling Shareholder in accordance with wire transfer instructions provided to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares you at least two business days prior to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇at 10:00 a.m., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ St. Petersburg, Florida time, on November 13, 2017, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on November 22, 2017 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three one nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representative and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Representative on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James R▇▇▇▇▇▇ J▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, O▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇▇ & Co. Inc., ▇▇8▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York time, on [_________], 2017, or such other place, time and date not later than 1:30 p.m., New York time, on [__________], 2017, as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, O▇▇▇▇▇d▇, ▇▇▇▇ 10:00 a.m.& Co. Inc., St. Pete8▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price per Share therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as RepresentaO▇▇▇▇▇▇▇▇▇▇ ▇f ▇▇▇ & Co. Inc. individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associatescounsel for the Underwriters, Inc.at 10:00 A.M., 880 Carillon ParkwayNew York City time, St. Petersburgon June , ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between among you, the Representatives Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ counsel for the Underwriters at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company and the Attorneys-in-Fact of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James King & AssociatesSpalding LLP, Inc.191 Peachtree Street, 880 Carillon ParkwayAtlanta, St. PetersburgGeorgia 30303, ▇▇▇▇▇d▇ ▇▇ at 10:00 a.m.A.M., St. Peter▇▇▇▇▇, ▇▇▇New York ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇ the date of this Agreement (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Underwriters and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices office of Raymond James King & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ Spalding LLP mentioned above at such time and on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you the Underwriters and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you the Underwriters shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you the Underwriters in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Underwriters on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Smit▇ ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇., 388 ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇, ▇▇ the date of this Agreement 10:00 A.M., New York City time, on October __, 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between among you, the Representatives Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇Smit▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ . at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between among you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available certified or official bank check or checks payable in New York Clearing House (next day) funds to an account specified in writing, not later than the close order of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementAttorneys-in-Fact.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Faegre B▇▇▇▇ D▇▇▇▇▇d▇ LLP, 2200 W▇▇▇▇ Fargo Center, 9▇ ▇▇▇▇▇ 10:00 a.m., St. Peter▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇ at 10:00 a.m., New York, New York time, on May 20, 2015, or such other place, time and date not later than 1:30 p.m., New York, New York time, on May 20, 2015 as the Representatives shall designate by notice to the Company and the Selling Stockholders (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representatives, the Company and the Selling Stockholders. The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Exercised Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Faegre B▇▇▇▇ D▇▇▇▇▇d▇ LLP, 2200 W▇, ▇▇▇ 10:00 a.m.Fargo Center, St. Pete9▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇-▇▇▇▇ at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three one nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the CompanyCompany and the Selling Stockholders, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares (such amount of Additional Shares, the “Exercised Additional Shares”). Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Exercised Additional Shares and (ii) the accounts (together with the related account holder information and respective denominations) to which the Exercised Additional Shares are to be delivered. The place of closing for the Exercised Additional Shares and the Additional Closing Date may be varied by agreement between you you, the Company and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may beSelling Stockholders. The certificates evidencing the Firm Shares and any Exercised Additional Shares to be purchased hereunder shall be delivered to you in book entry form on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by each of the CompanySelling Stockholders. Payment for the Shares sold by the Company Selling Stockholders hereunder shall be delivered by the Representatives via wire transfer to the Companyapplicable Selling Stockholder. Delivery of the Firm Shares and any Exercised Additional Shares shall be made by each Selling Stockholder through the facilities of The Depository Trust Company to the accounts specified by the Representatives not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, unless the Representatives and the Selling Stockholders shall otherwise agree. It is understood that the Representatives have been authorized, for their own account respective accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Exercised Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc.Each Representative, individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices of Raymond James Sull▇▇▇▇ & Associates▇orcester, Inc.A Registered Limited Liability Partnership ("Sull▇▇▇▇ & Worcester"), 880 Carillon Parkway, St. Petersburg, One ▇▇▇▇ ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ the date of this Agreement 10:00 A.M., New York City time, on December 21, 1995 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇Sull▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ orcester at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available certified or official bank check or checks payable in New York Clearing House (next day) funds to an account specified in writing, not later than the close order of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & AssociatesMilbank, Inc., 880 Carillon Parkway, St. PetersburgTweed, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter& ▇▇▇▇▇▇ ▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York time, on May 14, 2014 or such other place, time and date not later than 1:30 p.m., New York time, on May 16, 2014 as the Representatives shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery The Company hereby acknowledges that circumstances under which the Representatives may provide notice to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than postpone the Closing Date nor earlier than three nor later than ten business days after as originally scheduled include any determination by the giving Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior made to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you Representatives on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available Federal (same-day) funds to an account specified to the Representatives in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. The Company shall deliver the Shares through the facilities of the Depository Trust Company unless the Representatives shall otherwise instruct. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have Deutsche Bank Securities Inc. has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Deutsche Bank Securities Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ at 10:00 a.m., New York, New York time, on September 22, 2021, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, at 10:00 a.m., New York, New York time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representative and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on made through the Closing Date or the Additional Closing Date, as the case may be, facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. It is understood that the Representatives have Representative has been authorized, for their its own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ the representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Iridium, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ immediately following the closing of the Acquisition, on September 29, 2009, or such other place, time and date not later than 1:30 p.m., New York, New York time, on October 5, 2009 as the parties shall agree (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Pre-Pricing Prospectus or Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Iridium, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m., New York time, on such date or dates (the "each an “Additional Closing Date"”) (which may be the same as the Closing Date, in which case delivery and payment shall be made immediately following the closing of the Acquisition, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten 10 business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 40 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered; provided, that if such date falls on a day that is not a business day, the option to purchase Additional Shares will expire on the next succeeding business day. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the any Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Underwriters shall otherwise instruct. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives it by the Closing Date or the any Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor for the Shares shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ & ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement at 10:00 A.M., New York City time, on April 30, 1999 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Underwriters and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, & ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten five business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives Representative on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you the Representative on behalf of the Underwriters and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you the Representative on behalf of the Underwriters shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you the Underwriters in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Underwriters on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on [_________], 2017, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [__________], 2017, as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price per Share therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇R▇▇▇▇▇▇ J▇▇▇▇▇ & Associates, ▇▇Inc., 8▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement (the "Closing Date"), ▇▇. The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇at 10:00 a.m., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ St. Petersburg, Florida time, on November 4, 2003, (the "Additional “Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus”). The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Representative and the Company. The Company and B▇▇▇▇▇▇ hereby acknowledge that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account the accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the CompanySelling Stockholder. Payment for the Shares shares sold by the Company Selling Stockholder hereunder shall be delivered by the Representatives via wire transfer Representative to the CompanyCustodian (as defined herein). It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James R▇▇▇▇▇▇ J▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Selling Stockholder hereby agrees that (i) he will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by the Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Stockholder hereunder and to hold such amounts for the account of the Selling Stockholder with the Custodian under the Custody Agreement (as defined herein).

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on [ ], or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [ ] as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the CompanyCompany and the Selling Stockholders, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing Delivery of the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered made to you the Underwriter on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the CompanyCompany and the Selling Stockholders. The Company and the Selling Stockholders shall deliver the Firm Shares and any Additional Shares through the facilities of the Depository Trust Company unless the Underwriter shall otherwise instruct. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representative to the Custodian (as defined herein). It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement (as defined herein).

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters ------------------------------------------- Underwriter of the Firm Shares and payment therefor for the Initial Shares shall be made at the offices of Raymond James & Associatesthe Company, Inc., 880 Carillon Parkway, St. Petersburg▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇ the date of this Agreement , at 10:00 A.M., New York City time, on February 28, 2002 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares documents required to be purchased delivered by the Underwriters this Agreement shall be made delivered at the offices office of Raymond James O'Melveny & Associates▇▇▇▇▇ LLP, Inc., 880 Carillon Parkway, St. Petersburg▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇-▇▇▇▇ (the "Additional Closing Date") (which may be the same as on the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you the Underwriter and the Company. In addition, in the event that any or all of the Option Shares are purchased by the Underwriter, payment of the purchase price for and delivery of certificates for such Option Shares shall be made at the above-mentioned office of the Company, or at such other place as shall be mutually agreed upon by the Underwriter and the Company, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Certificates for the Firm Initial Shares and for any Additional Shares the Option Shares, if any, to be purchased hereunder shall be registered in such names and in such denominations as you the Underwriter shall request prior to 1:00 p.m.10:00 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates for the Initial Shares and the Option Shares, if any, shall be made available to you the Underwriter in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.10:00 A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Closing DateDate of Delivery, as the case may be. The certificates evidencing the Firm Initial Shares and any Additional Shares the Option Shares, if any, to be purchased hereunder shall be delivered to you the Underwriter on the Closing Date or the Additional Closing DateDate of Delivery, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James Raym▇▇▇ ▇▇▇e▇ & Associates▇ssociates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement 10:00 a.m., St. Petersburg, Florida time, on ___________, 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James Raym▇▇▇ ▇▇▇e▇ & Associates▇ssociates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. 3 Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified certified or official bank check or checks payable in writing, not later than the close of business on the business day New York Clearing House (next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Companyday) funds. Payment for the Firm Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and sold by the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but Selling Stockholders hereunder shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received delivered by the Representatives by to the Closing Date or "Custodian" (as defined in the Additional Closing Date, as the case may be, for the account last paragraph of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementSection 7 hereof).

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James Raym▇▇▇ ▇▇▇e▇ & Associates▇ssociates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement 10:00 a.m., St. Petersburg, Florida time, on November __, 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James Raym▇▇▇ ▇▇▇e▇ & Associates▇ssociates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between among you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified certified or official bank check or checks payable in writing, not later than the close of business on the business day New York Clearing House (next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementday) funds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇at 10:00 a.m., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ St. Petersburg, Florida time, on April 26, 2017, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on April 26, 2017, as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price per Share therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James R▇▇▇▇▇▇ J▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the ------------------------------------------- Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇ ▇▇▇▇▇d▇ Inc., ▇▇▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ the date of this Agreement ▇, at 10:00 A.M., New York City time, on __________, 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between among you, the Representatives Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ Inc. at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company and the Attorneys- in-Fact of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of therefor in immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James Bear, Stearns & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇. ▇▇c., 245 Park ▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ the date of this Agreement ▇▇:▇0 A.M., New York City time, on February __, 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of Raymond James Bear, Stearns & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇. ▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ c. at such time on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 1:00 p.m.9:30 A.M., St. Petersburg, Florida New York City time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida New York City for inspection and packaging not later than 9:30 a.m.A.M., St. Petersburg, Florida New York City time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account the accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, writing by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters Underwriter of and payment for the Firm Shares and payment therefor shall be made at the offices office of Raymond James Long Aldr▇▇▇▇ & Associates▇orm▇▇ ▇▇▇, Inc., 880 Carillon Parkway, St. Petersburg, 303 ▇▇▇▇▇d▇▇▇▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ the date of this Agreement 10:00 A.M., Atlanta, Georgia time, on _________ ___, 1999 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Underwriter and the Company. Delivery to the Underwriters Underwriter of and payment for any Additional Shares to be purchased by the Underwriters Underwriter shall be made at the offices aforementioned office of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇▇▇▇▇, ▇▇▇Long Aldr▇▇▇▇ & ▇▇▇▇, orm▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at such time and on such date (the "Additional Option Closing Date") (), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representatives on behalf Underwriter to the Company of the Underwriters to the Company, of the Underwriters' Underwriter's determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus. The place of closing for the any Additional Shares and the Additional Option Closing Date for such Shares may be varied by agreement between you the Underwriter and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you the Underwriter shall request prior to 1:00 p.m.9:30 A.M., St. PetersburgGreenville, Florida South Carolina time, not later than on the second full business day preceding the Closing Date or the Additional any Option Closing Date, as the case may be. Such certificates shall be made available to you the Underwriter in St. PetersburgGreenville, Florida South Carolina for inspection and packaging not later than 9:30 a.m.A.M., St. PetersburgGreenville, Florida South Carolina time, on the business day immediately next preceding the Closing Date or the Additional Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Underwriter on the Closing Date or the Additional Option Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer certified or official bank check or checks, payable to the order of immediately the Company in next day available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementCompany.

Delivery of the Shares and Payment Therefor. Certificates for the Shares to be purchased by the Underwriters hereunder, in definitive form and in such denominations and registered in such names as Raym▇▇▇ ▇▇▇e▇ & ▇ssociates, Inc. may request upon at least 48 hours prior notice to the Company, shall be delivered by or on behalf of the Company and the Selling Shareholders to the Underwriters for their respective accounts, against payment by the Underwriters as provided herein. Payment shall be made (i) with respect to the purchase price for the Firm Shares and any Additional Shares purchased from the Company, to the Company by wire transfer of same-day funds against delivery of the certificates for the Firm Shares or Additional Shares purchased from the Company, as the case may be, and (ii) with respect to the purchase price for the Firm Shares and any Additional Shares sold by the Selling Shareholders, to each such Selling Shareholder by wire transfer of same-day funds against delivery of the certificates for the Firm Shares or Additional Shares purchased from each such Selling Shareholder, as the case may be. Delivery to the Underwriters of and payment for the Firm Shares and payment therefor shall be made at the offices of Raymond James Raym▇▇▇ ▇▇▇e▇ & Associates▇ssociates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 10:00 a.m., St. Petersburg, Florida time, four business days after the date of this Agreement hereof (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James Raym▇▇▇ ▇▇▇e▇ & Associates▇ssociates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) ), as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the CompanyCompany and the Selling Shareholders, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company and the Selling Shareholders by you at any time within 30 days after the date of upon which the ProspectusRegistration Statement is declared effective by the Commission. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementSelling Shareholders.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement , ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at 10:00 a.m., St. Petersburg, Florida time, on October ___, 1995 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives you on behalf of the Underwriters to the Company, Company and the Selling Shareholders that are selling Additional Shares of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company and the Selling Shareholders that are selling Additional Shares by you at any time within 30 days prior to the 28th day after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between among you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available in federal (same day) funds to an account specified in writing, not later than the close designated account(s) established on behalf of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer to the Company. It is understood that the Representatives have been authorizedat LaSalle National Bank, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.N.A.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on September 12, 2017, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on September 12, 2017 as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. The Company shall deliver the Firm Shares and any Additional Shares through the facilities of The Depository Trust Company ("DTC") unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Firm Shares and payment therefor shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇ 10:00 a.m.▇▇▇▇▇▇, St. Peter▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ St. Petersburg, Florida time, on February 2, 2021, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on February 17, 2021, as the Representative shall designate by notice to the Company (the time and date of this Agreement (such closing are called the "“Closing Date"”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymond James R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., 880 Carillon Parkway, St. Petersburg, 8▇▇ ▇▇▇▇▇d▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Pete▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the "“Additional Closing Date"”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives Representative on behalf of the Underwriters to the Company, of the Underwriters' ’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the ProspectusProspectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price per Share therefore by wire transfer of immediately available funds to an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that the Representatives have Representative has been authorized, for their its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters you of the Firm Shares and payment therefor shall be made at the offices of Raymond James Skadden, Arps, Slate, Meagher & AssociatesFlom LLP, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇ ▇▇ 10:00 a.m., St. Peter▇Four Times Sq▇▇▇▇, ▇▇▇▇▇▇▇ ew ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the date of this Agreement New York, at 10:00 a.m., New York, New York time, on __________, 2003 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Representatives you and the Company. Delivery to the Underwriters you of and payment for any Additional Shares to be purchased by the Underwriters you shall be made at the offices of Raymond James Skadden, Arps, Slate, Meagher & AssociatesFlom LLP, Inc., 880 Carillon Parkway, St. Petersburg, ▇▇▇▇▇d▇, ▇▇ 10:00 a.m., St. Pete▇▇Four Times Sq▇▇▇▇, ▇▇▇▇▇▇▇ ew ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ New York, at 10:00 a.m., New York, New York time, on such date or dates (the "Additional Closing Date") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, notice from the Representatives on behalf of the Underwriters you to the Company, Company of the Underwriters' your determination to purchase a number, specified in such notice, of Additional Shares. Such You may give such notice may be given to the Company at any time within 30 [30] days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. PetersburgNew York, Florida timeNew York time (or such other time as the parties agree), not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in St. PetersburgNew York, Florida New York for inspection and packaging not later than 9:30 a.m., St. PetersburgNew York, Florida New York time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an the account specified in writing, not later than the close of business on the business day two days next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company. Payment for the Firm Shares sold by the Company hereunder shall be delivered by the Representatives via wire transfer you to the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Raymond James and Associates, Inc., individually and not as Representa▇▇▇▇▇ ▇f ▇▇▇ Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.