Common use of Purchase and Closing Clause in Contracts

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule II hereto (the “Purchase Price”), the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, 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 payment and delivery being herein called “Closing Date,” and the implementation of all the actions described in this Section 2 in connection with the Firm Securities is herein referred to as the “Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option Closing Date, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 in connection with the Additional Securities is herein referred to as the “Option Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule II I hereto (the “"Purchase Price”"), the number principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I II hereto. (b) On . The Securities shall be registered by the basis Trustee in the name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees at least 48 hours prior to sell the Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters the Additional Securitiesduly paid, and deposited with the Underwriters shall have Trustee as custodian for DTC on the right to purchaseClosing Date, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering Company of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the aggregate Purchase Price for, and delivery of certificates for, the Firm Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon therefor by the Representatives and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, 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 wire transfer in immediately available funds. Such time and date of delivery against payment and delivery being are herein called “referred to as the "Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"Closing”). Payment shall be made to the Company by wire transfer ". (b) It is understood that any of immediately available funds to you, individually and not as one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Representatives, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, such Underwriter or at Underwriters. No such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option Closing Date, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 in connection with the Additional Securities is herein referred to as the “Option Closing”). Payment shall be made to the Company by wire transfer relieve such Underwriter or Underwriters from any of immediately available funds to one its or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by themtheir obligations hereunder. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, Company at the a purchase price set forth in Schedule II hereto of $___ per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. (b) On . Firm Shares shall be registered by Xxxxx Xxxxxx Shareholder Services in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the ProspectusCompany of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Any exercise notice shall specify the number Delivery or registry of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date payment for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Skadden, Arps, SlateXxxxxx, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx L.L.P., 1600 Atlanta Financial Center, 0000 Xxxxxxxxx Xxxx, Xxx Xxxx 00000X.X., Xxxxxxx, XX 00000 at 9:30 A.M., New York City time, on April ___, 1998 on the [third] [fourth] full business day following the date of this Agreement, or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 9:00 A.M. (Eastern time) on November 15, 2006, time 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 may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”)". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. Payment The purchase price to be paid for any Option Shares shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by same as the Company against delivery to the Representatives for the account of the Underwriters of certificates Purchase Price for the Firm Securities Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to be purchased by them. (d) Payment all or any part of the Purchase Price forOption Shares from time to time within thirty days after the date of the Prospectus (or, and delivery of certificates for, the Additional Securities if such 30th day shall be made at a Saturday or Sunday or a holiday, on the offices next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") are open for trading). The Underwriters shall not be under any obligation to purchase any of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or at by telephone (confirmed in writing) to the Selling Stockholders setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such other place as Option Shares. Any such date of delivery or registry shall be agreed upon determined by the Representatives and but shall not be earlier than two business days or later than five business days after such exercise of the Companyoption and, at 9:00 A.M. (Eastern time) on in any event, shall not be earlier than the applicable Option First Closing Date. The time and date set forth in such notice, or such other time not later than ten business days after such or date as shall be agreed upon by the Representatives and the Company (Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 2(a) hereof, is herein called an "Option Closing Date" with respect to such Option Shares, and the implementation of all the actions described in this Section 2 in connection with the Additional Securities 2(b) is herein referred to as the “"Option Closing”)". Payment shall be made to As used in this Agreement, the Company by wire transfer of immediately available funds to one or more bank accounts designated by term "Closing Date" means either the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the First Closing Date or any Option Closing Date, as applicable, and the term "Closing" means either the First Closing or any Option Closing, as applicable. The If the option is exercised as to all or any portion of the Option Shares, then either one or more certificates in definitive form for the Securities will such Option Shares shall be made available for examination delivered or, if such Option Shares are to be held through DTC, such Option Shares shall be registered and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) credited, on the business day prior related Option Closing Date in the same manner, and upon the same terms and conditions, set forth in paragraph (a) of this Section 2, except that reference therein to the Firm Shares and the First Closing Date or shall be deemed, for purposes of this paragraph (b), to refer to such Option Shares and Option Closing Date, respectively. Upon exercise of the option as applicableprovided herein, the Selling Stockholders shall become obligated to sell to each of the several Underwriters, and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Stockholders the same percentage of the total number of the Option Shares as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Shares, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option granted hereby is exercised for less than the maximum number of Option Shares, the respective number of Option Shares to be sold by each of the Selling Stockholders listed on Schedule 2 hereto shall be determined on a pro rata basis in accordance with the number of shares set forth opposite their names on Schedule 2 hereto, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholders agree to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at the purchase price per Share set forth in Schedule II I hereto (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I II hereto. (b) On . Firm Shares shall be registered by First National Bank of Boston in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and the Selling Stockholders at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date respective accounts of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters Company and the date on which such shares are to be purchasedSelling Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Each purchase date must be at least one business day after the written notice is given Delivery or registry of and may not be earlier than the closing date payment for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Skaddenoffice of, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000on the date and at the time specified in Schedule I hereto, or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 9:00 A.M. (Eastern time) on November 15, 2006, time 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 may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") are open for trading). Payment The Underwriters shall not be made under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Stockholders setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by wire transfer the Representatives but shall not be earlier than two business days or later than five business days after such exercise of immediately available funds the option unless otherwise agreed to one or more bank accounts designated by the Company against delivery to and the Representatives for and, in any event, shall not be earlier than the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option First Closing Date. The time and date set forth in such notice, or such other time not later than ten business days after such or date as shall be agreed the Representatives, the Company and the Selling Stockholders may agree upon by or as the Representatives may determine pursuant to Section 2(a) hereof, is herein called an "Option Closing Date" with respect to such Option Shares, and the Company (the implementation of all the actions described in this Section 2 in connection with the Additional Securities 2(b) is herein referred to as the “"Option Closing”)". Payment shall be made to As used in this Agreement, the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.term "Closing

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at the a purchase price set forth in Schedule II hereto of $___ per Share (the “Purchase Price”"PURCHASE PRICE"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I SCHEDULE 1 hereto. (b) On . Firm Shares shall be registered by American Stock Transfer and Trust Company in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("CEDE & CO."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and the Selling Stockholders at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters Company and the date on which such shares are to be purchasedSelling Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Each purchase date must be at least one business day after the written notice is given Delivery or registry of and may not be earlier than the closing date payment for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Skadden[LOCATION OF CLOSING] at 9:30 A.M., ArpsNew York City time, Slateon June __, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 000001998 on the third or fourth full business day following the date of this Agreement, or at such other place place, time or date as shall be agreed upon by the Representatives Representatives, the Company and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, 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 Selling Stockholders may agree upon. Such time and date of delivery against payment and delivery being are herein called “Closing Date,” referred to as the "FIRST CLOSING DATE", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them"FIRST CLOSING." (db) Payment For the purpose of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option Closing Date, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 covering any over-allotments in connection with the Additional Securities is herein referred distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company and the Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the “Option Closing”Purchase Price for the Firm Shares set forth above in Section 2(a). Payment The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be made to a Saturday or Sunday or a holiday, on the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full next business day before thereafter when the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.Stock Exchange and The Nasdaq Stock Market

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholder proposes to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholder, at the a purchase price set forth in Schedule II hereto of $___ per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. . One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company and the Selling Stockholder at least 48 hours prior to the First Closing Date (b) On the basis as defined below), shall be delivered by or on behalf of the representations Company and warranties contained the Selling Stockholder to the Representatives for the respective accounts of the Underwriters Firm Shares shall be registered by [_________] in this Agreementthe name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and the Selling Stockholder at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters Company and the date on which such shares are to be purchasedSelling Stockholder of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Each purchase date must be at least one business day after The Company and the written notice is given and may not be earlier than Selling Stockholder will make the closing date certificate or certificates for the Firm Securities nor later than ten business days after Shares available for checking and packaging by the date Representatives at the offices in New York, New York of such noticethe Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Additional Securities may be purchased as provided in this Section 2 solely Delivery or registry of and payment for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of SkaddenVenture Law Group, ArpsA Professional Corporation, Slate, Xxxxxxx & 0000 Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000, at 9:30 A.M., New York City time, on the fourth full business day following the date of this Agreement, or at such other place place, time or date as shall be agreed upon by the Representatives Representatives, the Company and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, 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 Selling Stockholder may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”)". Payment shall be made to For the Company by wire transfer purpose of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option Closing Date, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 covering any over-allotments in connection with the Additional Securities is herein referred distribution and sale of the Firm Shares as contemplated by the Prospectus, the Selling Stockholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the “Option Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives Purchase Price for the account Firm Shares set forth above in paragraph (a) of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicablethis Section 2. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.option granted

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at the a purchase price set forth in Schedule II hereto of $___ per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. (b) On . Firm Shares shall be registered by ________ in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and the Selling Stockholders at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters Company and the date on which such shares are to be purchasedSelling Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Each purchase date must be at least one business day after The Company and the written notice is given and may not be earlier than Selling Stockholders will make the closing date certificate or certificates for the Firm Securities nor later than ten business days after Shares available for checking and packaging by the date Representatives at the offices in New York, New York of such noticethe Companyos transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Additional Securities may be purchased as provided in this Section 2 solely Delivery or registry of and payment for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of SkaddenGundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & Xachxxxxx, ArpsXXP, Slate155 Xxxxxxxxxxxx Xxxxx, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, xx 9:30 A.M., New York City time, on _________, 1998, or at such other place place, time or date as shall be agreed upon by the Representatives Representatives, the Company and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, 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 Selling Stockholders may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them." (db) Payment For the purpose of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option Closing Date, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 covering any over-allotments in connection with the Additional Securities is herein referred to distribution and sale of the Firm Shares as contemplated by the “Option Closing”). Payment shall be made to Prospectus, the Company by wire transfer of immediately available funds to one or more bank accounts designated by and the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.Selling Stockholders hereby grant to

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the a purchase price set forth in Schedule II hereto of $___ per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. (b) On . Firm Shares shall be registered by Bank of Boston, N.A. in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the ProspectusCompany of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Any exercise notice shall specify The Company will make the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date certificate or certificates for the Firm Securities nor later than ten business days after Shares available for checking and packaging by the date Representatives at the offices in New York, New York of such noticethe Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Additional Securities may be purchased as provided in this Section 2 solely Delivery or registry of and payment for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, Four Xxxxx Xxxxxx, Xxx 0000 Xxxx Xxxx, Xxx Xxxx 00000Xxxx, Xxxxxxxxxx 00000 at 9:30 A.M., New York City time, on the fourth full business day following the date of this Agreement, or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 9:00 A.M. (Eastern time) on November 15, 2006, time 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 may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” " and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”." (b) For the purpose of covering any overallotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in Section 2(a). Payment The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be made a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") are open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company by wire transfer setting forth the aggregate number of immediately available funds Option Shares as to one which the several Underwriters are then exercising the option and the date and time for delivery or more bank accounts designated by the Company against registry of and payment for such Option Shares. Any such date of delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities or registry shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon determined by the Representatives and but shall not be earlier than two business days or later than five business days after such exercise of the Companyoption and, at 9:00 A.M. (Eastern time) on in any event, shall not be earlier than the applicable Option First Closing Date. The time and date set forth in such notice, or such other time not later than ten business days after such or date as shall be agreed upon by the Representatives and the Company (may agree upon or as the Representatives may determine pursuant to Section 2(a) hereof, is herein called an "Option Closing Date" with respect to such Option Shares, and the implementation of all the actions described in this Section 2 in connection with the Additional Securities 2(b) is herein referred to as the “"Option Closing”). Payment shall be made to ." As used in this Agreement, the Company by wire transfer of immediately available funds to one or more bank accounts designated by term "Closing Date" means either the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the First Closing Date or any Option Closing Date, as applicable, and the term "Closing" means either the First Closing or any Option Closing, as applicable. The If the option is exercised as to all or any portion of the Option Shares, then either one or more certificates in definitive form for the Securities will such Option Shares shall be made available for examination delivered or, if such Option Shares are to be held through DTC, such Option Shares shall be registered and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) credited, on the business day prior related Option Closing Date in the same manner, and upon the same terms and conditions, set forth above in Section 2(a), except that reference therein to the Firm Shares and the First Closing Date or shall be deemed, for purposes of this Section 2(b), to refer to such Option Shares and Option Closing Date, respectively. Upon exercise of the option as applicableprovided herein, the Company shall become obligated to sell to each of the several Underwriters, and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Shares as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Shares, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the a purchase price set forth in Schedule II hereto of $___ per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. (b) On . Firm Shares shall be registered by _________ in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the ProspectusCompany of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Any exercise notice shall specify The Company will make the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date certificate or certificates for the Firm Securities nor later than ten business days after Shares available for checking and packaging by the date Representatives at the offices in New York, New York of such noticethe Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Additional Securities may be purchased as provided in this Section 2 solely Delivery or registry of and payment for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of SkaddenVenture Law Group, ArpsA Professional Corporation, Slate, Xxxxxxx & 2800 Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000Xxxxx Xxxx, XX 00000 xx 9:30 A.M., New York City time, on _________, 1998 on the fourth full business day following the date of this Agreement, or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 9:00 A.M. (Eastern time) on November 15, 2006, time 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 may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2 plus, if the purchase and sale of any Option Shares takes place after the First Closing Date and after the Firm Shares are trading "ex-dividend", an amount equal to the dividends payable on such Option Shares. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). Payment The Underwriters shall not be made under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company by wire transfer setting forth the aggregate number of immediately available funds Option Shares as to one which the several Underwriters are then exercising the option and the date and time for delivery or more bank accounts designated by the Company against registry of and payment for such Option Shares. Any such date of delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities or registry shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon determined by the Representatives and but shall not be earlier than two business days or later than five business days after such exercise of the Companyoption and, at 9:00 A.M. (Eastern time) on in any event, shall not be earlier than the applicable Option First Closing Date. The time and date set forth in such notice, or such other time not later than ten business days after such or date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 in connection with the Additional Securities is herein referred to as the “Option Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.the

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the a purchase price set forth in Schedule II hereto of $22 1/4 per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. . One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (b) On the basis as defined below), shall be delivered by or on behalf of the representations and warranties contained Company to the Representatives for the respective accounts of the Underwriters. The Firm Shares shall be registered by the American Stock Transfer & Trust Company in this Agreementthe name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the ProspectusCompany of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Any exercise notice shall specify The Company will make the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date certificate or certificates for the Firm Securities nor later than ten business days after Shares available for checking and packaging by the date Representatives at the offices in New York, New York of such noticethe Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Additional Securities may be purchased as provided in this Section 2 solely Delivery or registry of and payment for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of SkaddenXxxxxx, Arps, Slate, Xxxxx & Xxxxxxx & Xxxx LLP, Four Xxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000XX 00000 at 9:30 A.M., New York City time, on July 28, 1997, the fourth full business day following the date of this Agreement, or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 9:00 A.M. (Eastern time) on November 15, 2006, time 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 may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them." (db) Payment For the purpose of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option Closing Date, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 covering any over-allotments in connection with the Additional Securities is herein referred distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the “Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2 plus, if the purchase and sale of any Option Closing”Shares takes place after the First Closing Date and after the Firm Shares are trading "ex-dividend", an amount equal to the dividends payable on such Option Shares. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Pacific Stock Exchange are open for trading). Payment The Underwriters shall not be made under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company by wire transfer setting forth the aggregate number of immediately available funds Option Shares as to one which the several Underwriters are then exercising the option and the date and time for delivery or more bank accounts designated by the Company against delivery to the Representatives for the account registry of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.and

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and Telecom agrees to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and Telecom, at the purchase price per Share set forth in Schedule II I hereto (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I II hereto. (b) On . Firm Shares shall be registered by Boston Equiserve, L.P. in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and Telecom at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the ProspectusCompany and to a separate account of Telecom of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Any exercise notice shall specify the number Delivery or registry of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date payment for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Skaddenoffice of, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000on the date and at the time specified in Schedule I hereto, or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 9:00 A.M. (Eastern time) on November 15, 2006, time or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and Representatives, the Company (such and Telecom may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company and the Individual Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") are open for trading). Payment The Underwriters shall not be made under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Individual Selling Stockholders setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by wire transfer the Representatives but shall not be earlier than two business days or later than five business days after such exercise of immediately available funds the option unless otherwise agreed to one or more bank accounts designated by the Company against delivery to and the Representatives for and, in any event, shall not be earlier than the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option First Closing Date. The time and date set forth in such notice, or such other time not later than ten business days after such or date as shall be agreed the Representatives, the Company and the Individual Selling Stockholders may agree upon by or as the Representatives may determine pursuant to Section 2(a) hereof, is herein called an "Option Closing Date" with respect to such Option Shares, and the Company (the implementation of all the actions described in this Section 2 in connection with the Additional Securities 2(b) is herein referred to as the “"Option Closing”)". Payment shall be made to As used in this Agreement, the Company by wire transfer of immediately available funds to one or more bank accounts designated by term "Closing Date" means either the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the First Closing Date or any Option Closing Date, as applicable, and the term "Closing" means either the First Closing or any Option Closing, as applicable. The If the option is exercised as to all or any portion of the Option Shares, then either one or more certificates in definitive form for the Securities will such Option Shares shall be made available for examination delivered or, if such Option Shares are to be held through DTC, such Option Shares shall be registered and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) credited, on the business day prior related Option Closing Date in the same manner, and upon the same terms and conditions, set forth in paragraph (a) of this Section 2, except that reference therein to the Firm Shares and the First Closing Date or shall be deemed, for purposes of this paragraph (b), to refer to such Option Shares and Option Closing Date, respectively. Upon exercise of the option as applicableprovided herein, the Company and the Individual Selling Stockholders shall become obligated to sell to each of the several Underwriters, and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and each Individual Selling Stockholder, that number of Option Shares being offered by the Company or such Individual Selling Stockholder, as the case may be, which is in the same proportion to the number of Option Shares set forth opposite the name of the Company or such Individual Selling Stockholder in Schedule III hereto as to which the several Underwriters are then exercising the option, as the number of Firm Shares such Underwriter is obligated to purchase is to the aggregate number of Firm Shares, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at the a purchase price set forth in Schedule II hereto of $____ per Share (the “"Purchase Price”"), the respective number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. (b) On . Firm Shares shall be registered by BankBoston, N.A. in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and the Selling Stockholders at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters Company and the date on which such shares are to be purchasedSelling Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Each purchase date must be at least one business day after the written notice is given Delivery or registry of and may not be earlier than the closing date payment for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Skadden, Arps, Slate, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx P.C., 000 Xxxx Xxxx Xxxx, Xxx Xxxx 00000Xxxx, Xxxxxxxxxx 00000 at 9:30 A.M., New York City time, on the fourth full business day following the date of this Agreement, or at such other place place, time or date as shall be agreed upon by the Representatives Representatives, the Company and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, 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 Selling Stockholders may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") are open for trading). Payment The Underwriters shall not be made under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company by wire transfer setting forth the aggregate number of immediately available funds Option Shares as to one which the several Underwriters are then exercising the option and the date and time for delivery or more bank accounts designated by the Company against registry of and payment for such Option Shares. Any such date of delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities or registry shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon determined by the Representatives and but shall not be earlier than two business days or later than five business days after such exercise of the Companyoption and, at 9:00 A.M. (Eastern time) on in any event, shall not be earlier than the applicable Option First Closing Date. The time and date set forth in such notice, or such other time not later than ten business days after such or date as shall be agreed upon by the Representatives and the Company (may agree upon or as the Representatives may determine pursuant to Section 2(a) hereof, is herein called an "Option Closing Date" with respect to such Option Shares, and the implementation of all the actions described in this Section 2 in connection with the Additional Securities 2(b) is herein referred to as the “"Option Closing”)". Payment shall be made to As used in this Agreement, the Company by wire transfer of immediately available funds to one or more bank accounts designated by term "Closing Date" means either the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the First Closing Date or any Option Closing Date, as applicable, and the term "Closing" means either the First Closing or any Option Closing, as applicable. The If the option is exercised as to all or any portion of the Option Shares, then either one or more certificates in definitive form for the Securities will such Option Shares shall be made available for examination delivered or, if such Option Shares are to be held through DTC, such Option Shares shall be registered and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) credited, on the business day prior related Option Closing Date in the same manner, and upon the same terms and conditions, set forth in paragraph (a) of this Section 2, except that reference therein to the Firm Shares and the First Closing Date or shall be deemed, for purposes of this paragraph (b), to refer to such Option Shares and Option Closing Date, respectively. Upon exercise of the option as applicableprovided herein, the Company shall become obligated to sell to each of the several Underwriters, and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Shares as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Shares, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at the a purchase price set forth in Schedule II hereto of $___ per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. (b) On . Firm Shares shall be registered by Harrxx Xxxst and Savings Bank in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and the Selling Stockholders at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters Company and the date on which such shares are to be purchasedSelling Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Each purchase date must be at least one business day after The Company and the written notice is given and may not be earlier than Selling Stockholders will make the closing date certificate or certificates for the Firm Securities nor later than ten business days after Shares available for checking and packaging by the date Representatives at the offices in New York, New York of such noticethe Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Additional Securities may be purchased as provided in this Section 2 solely Delivery or registry of and payment for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of SkaddenAndrxxx & Xurtx X.X.P., Arps4200 Xxxxx Xxxxxxxx Xxxxx, SlateXxxxxxx, Xxxxxxx & Xxxx LLPXxxxx 00000 xx 9:30 A.M., Four Xxxxx XxxxxxNew York City time, Xxx Xxxxon May , Xxx Xxxx 000001997, or at such other place place, time or date as shall be agreed upon by the Representatives Representatives, the Company and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, 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 Selling Stockholders may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them". (db) Payment For the purpose of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option Closing Date, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 covering any over-allotments in connection with the Additional Securities is herein referred distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the “Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Closing”Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). Payment The Underwriters shall not be made under any obligation to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account purchase any of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day Shares prior to the Closing Date or Option Closing Date, as applicable.exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule II hereto of ___% of the principal amount thereof, less accrued interest since _________, 1998, if any (the “"Purchase Price”"), the number principal amount of Firm Securities Notes set forth opposite the name of such Underwriter in Schedule I II hereto. (b) On . Firm Notes shall be registered by State Street Bank and Trust Company of California, N.A., in the basis name of the representations and warranties contained in this Agreementnominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Notes to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the ProspectusCompany of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Any exercise notice shall specify the number Delivery of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date payment for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Notes shall be made at the offices of Skaddenoffice of, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000on the date and at the time specified in Schedule I hereto, or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 9:00 A.M. (Eastern time) on November 15, 2006, time 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 may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Notes as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Notes. The purchase price to be paid for any Option Notes shall be the same as the Purchase Price for the Firm Notes set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Notes from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") are open for trading). Payment The Underwriters shall not be made under any obligation to purchase any of the Option Notes prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Notes as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Notes. Any such date of delivery or registry shall be determined by wire transfer the Representatives but shall not be earlier than two business days or later than five business days after such exercise of immediately available funds the option unless otherwise agreed to one or more bank accounts designated by the Company against delivery to and the Representatives for and, in any event, shall not be earlier than the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option First Closing Date. The time and date set forth in such notice, or such other time not later than ten business days after such or date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 in connection with the Additional Securities may agree upon, is herein referred to as the “Option Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or called an "Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable." and

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at the a purchase price set forth in Schedule II hereto of $___ per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 1 hereto. . Firm Shares shall be registered by ______________ in the name of Cede & Co. (b"Cede & Co.") On (the basis nominee of the representations and warranties contained in this AgreementDepository Trust Company ("DTC")), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and the Selling Stockholders at least 48 hours prior to sell the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date account of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters Company and the date on which such shares are to be purchasedSelling Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Each purchase date must be at least one business day after the written notice is given Delivery or registry of and may not be earlier than the closing date payment for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of SkaddenVenture Law Group, Arps, Slate, Xxxxxxx & 0000 Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000Xxxxx Xxxx, Xxxxxxxxxx at 9:30 A.M., New York City time, on May ____,1998 (the [third or fourth] full business day following the date of this Agreement), or at such other place place, time or date as shall be agreed upon by the Representatives Representatives, the Company and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, 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 Selling Stockholders may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” " and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”." (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company and the Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in Section 2(a). Payment The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be made a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and The Nasdaq Stock Market Inc.'s National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company by wire transfer and the Selling Stockholders setting forth the aggregate number of immediately available funds Option Shares as to one which the several Underwriters are then exercising the option and the date and time for delivery or more bank accounts designated by the Company against registry of and payment for such Option Shares. Any such date of delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them. (d) Payment of the Purchase Price for, and delivery of certificates for, the Additional Securities or registry shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon determined by the Representatives and but shall not be earlier than two business days or later than five business days after such exercise of the Companyoption and, at 9:00 A.M. (Eastern time) on in any event, shall not be earlier than the applicable Option First Closing Date. The time and date set forth in such notice, or such other time not later than ten business days after such or date as shall be agreed the Representatives, the Company and the Selling Stockholders may agree upon by or as the Representatives may determine pursuant to Section 2(a) hereof, is herein called an "Option Closing Date" with respect to such Option Shares, and the Company (the implementation of all the actions described in this Section 2 in connection with the Additional Securities 2(b) is herein referred to as the “"Option Closing”). Payment shall be made to ." As used in this Agreement, the Company by wire transfer of immediately available funds to one or more bank accounts designated by term "Closing Date" means either the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the First Closing Date or any Option Closing Date, as applicable, and the term "Closing" means either the First Closing or any Option Closing, as applicable. The If the option is exercised as to all or any portion of the Option Shares, then either one or more certificates in definitive form for the Securities will such Option Shares shall be made available for examination delivered or, if such Option Shares are to be held through DTC, such Option Shares shall be registered and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) credited, on the business day prior related Option Closing Date in the same manner, and upon the same terms and conditions, set forth in Section 2(a), except that reference therein to the Firm Shares and the First Closing Date or shall be deemed, for purposes of this paragraph (b), to refer to such Option Shares and Option Closing Date, respectively. Upon exercise of the option as applicableprovided herein, the Company and the Selling Stockholders shall become obligated to sell to each of the several Underwriters, and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Selling Stockholders, the same percentage of the total number of the Option Shares as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Shares, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. In the event that the option is exercised in part, the number of Option Shares to be sold by each of the Selling Stockholders shall be, as nearly as practicable, in the same proportion to each other as are the number of Option Shares to be sold by each Selling Stockholder listed opposite their names on Schedule 2 hereto.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares, and each Selling Shareholder agrees to each sell the number of Firm Shares set forth opposite such Selling Shareholder's name under the Underwriterscolumn "Number of Firm Shares to be Sold" on Schedule 1, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at the a purchase price set forth in Schedule II hereto of $___ per Share (the “"Purchase Price”"), the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I 2 hereto. . [One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company and the Selling Shareholders at least 48 hours prior to the First Closing Date (b) On the basis as defined below), shall be delivered by or on behalf of the representations Company and warranties contained the Selling Shareholders to the Representatives for the respective accounts of the Underwriters] or [Firm Shares shall be registered by Xxxxx Xxxxxx Shareholder Services in this Agreementthe name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and subject credited to the accounts of such of its terms and conditionsparticipants as the Representatives shall request, upon notice to the Company agrees and the Selling Shareholders at least 48 hours prior to sell the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters the Additional Securitiesduly paid, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right against payment by or on behalf of the Underwriters to, (i) in whole or from time to time in part the case of Firm Shares issued and sold by giving written notice not later than 30 days after the date Company, the account of the Prospectus. Any exercise notice shall specify Company of $__________ by wire transfer in immediately available funds and, (ii) in the number case of Additional Securities to be purchased Firm Shares sold by the Underwriters Selling Shareholders, by certified or bank check or checks payable to _______________, as custodian for the Selling Shareholders (the "Custodian"). The Company and the date on which such shares are to be purchased. Each purchase date must be at least one business day after Selling Shareholders will make the written notice is given and may not be earlier than the closing date certificate or certificates for the Firm Securities nor later than ten business days after Shares available for checking and packaging by the date Representatives at such place as is designated by the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of such notice. Additional Securities may be purchased as provided in this Section 2 solely and payment for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx Stoel Rives LLP, Four Xxx Xxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 000 Xxxxxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000 at 9:30 A.M., New York City time, on [_________], 1997 the third full business day following the date of this Agreement (or the fourth business day if permitted by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act)), or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 9:00 A.M. (Eastern time) on November 15, 2006, time 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 may agree upon. Such time and date of delivery against payment and delivery being are herein called “referred to as the "First Closing Date,” ", and the implementation of all the actions described in this Section 2 in connection with the Firm Securities 2(a) is herein referred to as the “"First Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated by the Company against delivery to the Representatives for the account of the Underwriters of certificates for the Firm Securities to be purchased by them". (db) Payment For the purpose of the Purchase Price for, and delivery of certificates for, the Additional Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the applicable Option Closing Date, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (the implementation of all the actions described in this Section 2 covering any over-allotments in connection with the Additional Securities is herein referred to distribution and sale of the Firm Shares as the “Option Closing”). Payment shall be made to the Company by wire transfer of immediately available funds to one or more bank accounts designated contemplated by the Company against delivery to Prospectus, the Representatives for the account of the Underwriters of certificates for the Additional Securities to be purchased by them. (e) Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or Option Closing Date, as applicable. The certificates for the Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or Option Closing Date, as applicable.Company