Common use of Offering of Shares by the Underwriters Clause in Contracts

Offering of Shares by the Underwriters. (a) The several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (b) The Shares will be offered for sale to the public as permitted by applicable securities laws by the Underwriters directly, through their duly registered broker-dealer affiliates and through any other investment dealer or broker which is a member of any banking, selling or other group which the Underwriters may organize in respect of the sale of the Shares to the public. (c) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant with the Company that each will (and will use its reasonable best efforts to cause the members of any banking, selling or other group, which the Underwriters may organize to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution of the Shares in compliance with the applicable securities laws; (ii) not, directly or indirectly, sell or solicit offers to purchase the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and (iii) not make any representations or warranties with respect to the Company or the Shares other than is set forth in the Registration Statement or the Prospectus. (e) The Underwriters shall after the last to occur of the First Delivery Date and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed by the Underwriters to terminate, distribution to the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, and the members of any banking or selling group formed by the Underwriters, have ceased distribution to the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying Jurisdictions.

Offering of Shares by the Underwriters. (a) The Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. . It is understood that approximately [•] shares of the Firm Shares (bthe “Directed Shares”) The Shares will initially be offered for sale to the public as permitted by applicable securities laws reserved by the several Underwriters directly, through their duly registered broker-dealer affiliates for offer and through any other investment dealer or broker which is a member of any banking, selling or other group which sale upon the Underwriters may organize terms and conditions to be set forth in respect the Prospectus and in accordance with the rules and regulations of the sale National Association of Securities Dealers, Inc. (the “NASD”) to employees of the Shares to the public. (c) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for Company and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant its subsidiaries and persons having business relationships with the Company that each will and its subsidiaries who have heretofore delivered to [•] (and will use its reasonable best efforts the “Directed Share Program Managers”) offers or indications of interest to cause the members purchase shares of any banking, selling or other group, which the Underwriters may organize to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution of the Firm Shares in compliance form satisfactory to the Directed Share Program Managers (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by the applicable securities laws; (ii) not, directly Directed Share Program Managers from the Company; provided that under no circumstances will the Directed Share Program Managers or indirectly, sell or solicit offers to purchase the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and (iii) not make any representations or warranties with respect Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Shares other than is Directed Share Program by [ ]:00 A.M., New York City time, on the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Registration Statement or the Prospectus. (e) . The Underwriters shall after the last Company agrees to occur of the First Delivery Date pay all fees and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed disbursements incurred by the Underwriters to terminate, distribution to in connection with the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, Directed Share Program and the members of any banking stamp duties or selling group formed other taxes incurred by the Underwriters, have ceased distribution to Underwriters in connection with the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying JurisdictionsDirected Share Program.

Offering of Shares by the Underwriters. (a) The Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. . It is understood that approximately - Firm Shares (bthe "DIRECTED SHARES") The Shares will initially be offered for sale to the public as permitted by applicable securities laws reserved by the several Underwriters directly, through their duly registered broker-dealer affiliates for offer and through any other investment dealer or broker which is a member of any banking, selling or other group which sale upon the Underwriters may organize terms and conditions to be set forth in respect the Prospectus and in accordance with the rules and regulations of the sale National Association of Securities Dealers, Inc. (the "NASD") to employees of the Shares to the public. (c) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for Company and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant its subsidiaries and persons having business relationships with the Company that each will (and will use its reasonable best efforts subsidiaries who have heretofore delivered to cause the members Deutsche Bank Securities Inc. offers or indications of any banking, selling or other group, which the Underwriters may organize interest to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution purchase shares of the Firm Shares in compliance form satisfactory to Deutsche Bank Securities Inc. (such program, the "DIRECTED SHARE PROGRAM") and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Deutsche Bank Securities Inc. from the applicable securities laws; (ii) not, directly Company; provided that under no circumstances will Deutsche Bank Securities Inc. or indirectly, sell or solicit offers to purchase the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and (iii) not make any representations or warranties with respect Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Shares other than is Directed Share Program by [ ]:00 A.M., New York City time, on the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions to be set forth in the Registration Statement or the Prospectus. (e) . The Underwriters shall after the last Company agrees to occur of the First Delivery Date pay all fees and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed disbursements incurred by the Underwriters to terminate, distribution to in connection with the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, Directed Share Program and the members of any banking stamp duties or selling group formed other taxes incurred by the Underwriters, have ceased distribution to Underwriters in connection with the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying JurisdictionsDirected Share Program.

Offering of Shares by the Underwriters. (a) The Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. . It is understood that approximately 250,000 shares of the Firm Stock (bthe “Directed Shares”) The Shares will initially be offered for sale to the public as permitted by applicable securities laws reserved by the several Underwriters directly, through their duly registered broker-dealer affiliates for offer and through any other investment dealer or broker which is a member sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of any banking, selling or other group which the Underwriters may organize in respect FINRA to employees of the sale Company and its subsidiaries who have heretofore delivered to UBS Financial Services Inc. (an affiliate of the Shares to the public. (cUBS Securities LLC) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant with the Company that each will (and will use its reasonable best efforts to cause the members of any banking, selling or other group, which the Underwriters may organize to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution of the Shares in compliance with the applicable securities laws; (ii) not, directly or indirectly, sell or solicit offers to purchase shares of Firm Stock in form satisfactory to UBS Financial Services Inc. (such program, the Shares so as to require registration thereof “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Financial Services Inc. from the Company; provided that under no circumstances will UBS Financial Services Inc. or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and (iii) not make any representations or warranties with respect Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Shares other than is Directed Share Program by 8:00 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Registration Statement or the Prospectus. (e) . The Underwriters shall after the last Company agrees to occur of the First Delivery Date pay all fees and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed disbursements incurred by the Underwriters to terminate, distribution to in connection with the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, Directed Share Program and the members of any banking stamp duties or selling group formed other taxes incurred by the Underwriters, have ceased distribution to Underwriters in connection with the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying JurisdictionsDirected Share Program.

Offering of Shares by the Underwriters. (a) The Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. . It is understood that approximately 1,160,000 Firm Shares (bthe “Directed Shares”) The Shares will initially be offered for sale to the public as permitted by applicable securities laws reserved by the several Underwriters directly, through their duly registered broker-dealer affiliates for offer and through any other investment dealer or broker which is a member of any banking, selling or other group which sale upon the Underwriters may organize terms and conditions set forth in respect the Prospectus and in accordance with the rules and regulations of the sale National Association of Securities Dealers, Inc. (the “NASD”) to officers, directors, and employees of the Shares to the public. (c) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for Company and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant certain persons having business relationships with the Company that each will (with Retail Ventures and will use its reasonable best efforts with Schottenstein Stores Corporation, a closely-held Delaware corporation, who have heretofore delivered to cause the members Lxxxxx Brothers Inc. offers or indications of any banking, selling or other group, which the Underwriters may organize interest to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution of the purchase Firm Shares in compliance form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. from the applicable securities laws; (ii) notCompany; provided, directly that under no circumstances will Lxxxxx Brothers Inc. or indirectly, sell or solicit offers to purchase the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and (iii) not make any representations or warranties with respect Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program, unless such action or omission was taken by such Underwriter (including for the avoidance of doubt Lxxxxx Brothers Inc.) through its own gross negligence. It is further understood that any of such Firm Shares other than is which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Registration Statement or the Prospectus. (e) . The Underwriters shall after the last Company agrees to occur of the First Delivery Date pay all fees and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed disbursements incurred by the Underwriters to terminate, distribution to in connection with the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, Directed Share Program and the members of any banking stamp duties or selling group formed other taxes incurred by the Underwriters, have ceased distribution to Underwriters in connection with the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying JurisdictionsDirected Share Program.

Offering of Shares by the Underwriters. (a) The Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. . It is understood that approximately 1,435,000 shares of the Firm Shares (bthe “Directed Shares”) The Shares will initially be offered for sale to the public as permitted by applicable securities laws reserved by the several Underwriters directly, through their duly registered broker-dealer affiliates for offer and through any other investment dealer or broker which is a member of any banking, selling or other group which sale upon the Underwriters may organize terms and conditions to be set forth in respect the Prospectus and in accordance with the rules and regulations of the sale National Association of Securities Dealers, Inc. (the “NASD”) to employees of the Shares to the public. (c) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for Company and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant its subsidiaries and persons having business relationships with the Company that each will (and will use its reasonable best efforts subsidiaries who have heretofore delivered to cause the members Directed Share Program Managers offers or indications of any banking, selling or other group, which the Underwriters may organize interest to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution purchase shares of the Firm Shares in compliance form satisfactory to the Directed Share Program Managers (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by the applicable securities laws; (ii) not, directly or indirectly, sell or solicit offers to purchase Directed Share Program Managers from the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto Company; provided that under the laws of no circumstances will any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and (iii) not make any representations or warranties with respect Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Shares other than is Directed Share Program by 10:00 A.M., New York City time, on the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Registration Statement or the Prospectus. (e) . The Underwriters shall after the last Company agrees to occur of the First Delivery Date pay all fees and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed disbursements incurred by the Underwriters to terminate, distribution to in connection with the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, Directed Share Program and the members of any banking stamp duties or selling group formed other taxes incurred by the Underwriters, have ceased distribution to Underwriters in connection with the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying JurisdictionsDirected Share Program.

Offering of Shares by the Underwriters. (a) The several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (b) The Shares will be offered for sale to the public as permitted by applicable securities laws by the Underwriters directly, through their duly registered broker-dealer affiliates directly and through any other investment dealer or broker which is a member of any banking, selling or other group which the Underwriters may organize in respect of the sale of the Shares to the public. (c) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant with the Company that each will (and will use its reasonable best efforts to cause the members of any banking, selling or other group, which the Underwriters may organize to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution of the Shares in compliance with the applicable securities laws; (ii) not, directly or indirectly, sell or solicit offers to purchase the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and; (iii) not make any representations or warranties with respect to the Company or the Shares other than is set forth in the Registration Statement or the Prospectus; and (iv) after the Effective Time deliver a copy of the U.S. Prospectus or the Canadian Prospectus, as applicable, to each purchaser of the Shares. (e) The Underwriters shall after the last to occur of the First Delivery Date and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed by the Underwriters to terminate, distribution to the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, and the members of any banking or selling group formed by the Underwriters, have ceased distribution to the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying Jurisdictions.

Offering of Shares by the Underwriters. (a) The Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. . It is understood that approximately 703,125 Firm Shares (bthe "DIRECTED SHARES") The Shares will initially be offered for sale to the public as permitted by applicable securities laws reserved by the several Underwriters directly, through their duly registered broker-dealer affiliates for offer and through any other investment dealer or broker which is a member of any banking, selling or other group which sale upon the Underwriters may organize terms and conditions set forth in respect the Prospectus and in accordance with the rules and regulations of the sale National Association of Securities Dealers, Inc. (the "NASD") to officers, directors, and employees of the Shares to the public. (c) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for Company and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant certain persons having business relationships with the Company that each will (with Retail Ventures and will use its reasonable best efforts with Schottenstein Stores Corporation, a closely-held Delaware corporation, who have heretofore delivered to cause the members Xxxxxx Brothers Inc. offers or indications of any banking, selling or other group, which the Underwriters may organize interest to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution of the purchase Firm Shares in compliance form satisfactory to Xxxxxx Brothers Inc. (such program, the "DIRECTED SHARE PROGRAM") and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. from the applicable securities laws; (ii) notCompany; provided, directly that under no circumstances will Xxxxxx Brothers Inc. or indirectly, sell or solicit offers to purchase the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and (iii) not make any representations or warranties with respect Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program, unless such action or omission was taken by such Underwriter (including for the avoidance of doubt Xxxxxx Brothers Inc.) through its own gross negligence. It is further understood that any of such Firm Shares other than is which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Registration Statement or the Prospectus. (e) . The Underwriters shall after the last Company agrees to occur of the First Delivery Date pay all fees and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed disbursements incurred by the Underwriters to terminate, distribution to in connection with the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, Directed Share Program and the members of any banking stamp duties or selling group formed other taxes incurred by the Underwriters, have ceased distribution to Underwriters in connection with the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying JurisdictionsDirected Share Program.

Offering of Shares by the Underwriters. (a) The Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. . It is understood that approximately _______________ shares of the Firm Shares (b"Directed Shares") The will initially be reserved by the Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Xxxxxx Brothers or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares will are not affirmatively reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered for sale to the public as permitted part of the public offering contemplated hereby. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by applicable securities laws by or with the Underwriters directlyapproval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, through their duly registered broker-dealer affiliates and through any other investment dealer or broker which is a member (ii) arises out of the failure of any bankingDirected Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, selling other than losses, claims, damages or other group which liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters may organize in respect of the sale of agree that (i) they will not offer the Shares to the public. (c) The Underwriters will cause each member public in Israel within the meaning of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for and for the benefit Section 15 of the CompanyIsraeli Securities Law, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which 5728-1968, (ii) they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant with the Company that each will (and will use its reasonable best efforts to cause the members of any banking, selling or other group, which the Underwriters may organize to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution of not offer the Shares in compliance with Israel to an aggregate of more than 35 investors who are not persons of the applicable type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities laws; (ii) notfrom the Company during the past 12 months, directly or indirectly, sell or solicit offers to purchase the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and and (iii) not make any representations or warranties with respect they will deliver to the Company or the Shares other than is set forth in the Registration Statement or the Prospectus. (e) The Underwriters shall after the last to occur names and addresses of such investors within seven days of the First Delivery Date and the Second applicable Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed by the Underwriters to terminate, distribution to the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, and the members of any banking or selling group formed by the Underwriters, have ceased distribution to the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying Jurisdictions.

Offering of Shares by the Underwriters. (a) The Upon authorization by the Representative of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. . It is understood that approximately • Firm Shares (bthe “Directed Shares”) The Shares will initially be offered for sale to the public as permitted by applicable securities laws reserved by the several Underwriters directly, through their duly registered broker-dealer affiliates for offer and through any other investment dealer or broker which is a member of any banking, selling or other group which sale upon the Underwriters may organize terms and conditions to be set forth in respect the Prospectus and in accordance with the rules and regulations of the sale NASD to directors, officers and employees of the Shares to the public. (c) The Underwriters will cause each member of any banking, selling or other group, which the Underwriters may organize to distribute the Shares to give an undertaking, in any written agreement which the Underwriters may enter into with such members, which will be expressed to be taken in trust for Company and for the benefit of the Company, to the effect that such members shall comply with the applicable securities laws in the jurisdictions in which they propose to sell or distribute the Shares to the public. (d) The Underwriters severally covenant its subsidiaries and persons having business relationships with the Company that each will (and will use its reasonable best efforts subsidiaries who have heretofore delivered to cause the members Xxxxxx Brothers Inc. offers or indications of any banking, selling or other group, which the Underwriters may organize interest to distribute the Shares, to): (i) conduct its activities in connection with arranging for the sale and distribution of the purchase Firm Shares in compliance form satisfactory to Xxxxxx Brothers Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. from the applicable securities laws; (ii) not, directly Company; provided that under no circumstances will Xxxxxx Brothers Inc. or indirectly, sell or solicit offers to purchase the Shares so as to require registration thereof of or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the United States or the Canadian Qualifying Jurisdictions; and (iii) not make any representations or warranties with respect Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Shares other than is Directed Share Program by [ ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Registration Statement or the Prospectus. (e) . The Underwriters shall after the last Company agrees to occur of the First Delivery Date pay all fees and the Second Delivery Date: (i) use their respective best endeavors to terminate, and to cause the members of any banking or selling group formed disbursements incurred by the Underwriters to terminate, distribution to in connection with the public of the Shares as soon as practicable; and (ii) give written notice as soon as practicable to the Company when, in the opinion of the Underwriters, the Underwriters, Directed Share Program and the members of any banking stamp duties or selling group formed other taxes incurred by the Underwriters, have ceased distribution to Underwriters in connection with the public of the Shares and of the total proceeds realized in each of the Canadian Qualifying Jurisdictions from such distribution where such information is required for the purpose of calculating fees payable by the Company to the regulatory authorities of such Canadian Qualifying JurisdictionsDirected Share Program.