Common use of Purchase of the Shares by the Underwriter Clause in Contracts

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”). (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter at the offices of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 A.M. New York City time on Wednesday, December 14, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment is referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”) of $15.8875 (reflecting underwriting discounts and commissions of $0.5125 per share from the public offering price of $16.40 per share). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter Representatives is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Selling Stockholder Company acknowledges and agrees that the Underwriter Underwriters may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter Representatives in the case of the Underwritten Shares, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx, 00000 at 10:00 A.M. a.m., New York City time time, on WednesdayDecember 19, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Representatives and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter Representatives for the account respective accounts of the Underwriter several Underwriters of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateRepresentatives shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, neither the Representatives nor any other Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell 877,400 Shares, Xxxxxx agrees to sell the 11,487 Shares, and Xxxxxxx-Xxxxxxx agrees to sell 61,864 Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $84.15 from the Company and from each Selling Stockholder the number of Shares set forth above. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder Company and the Attorneys-in-Fact (as defined below) or any of them (with regard to payment to the Selling Stockholders), to the Underwriter in the case of the Shares, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdaySeptember 10, December 14, 20052021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company and the Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in definitive connection with the sale of such Shares duly paid by the Company and the Selling Stockholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The Shares shall be delivered to the Underwriter, through the facilities of DTC, in book-entry form registered in such names and in such denominations as the Underwriter shall request in writing not specify no later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with second Business Day preceding the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection time at which such payment and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Datedelivery is made. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have no any responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders. Moreover, each Selling Shareholder acknowledges and agrees that, although the Underwriter may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to any Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriter is making such a recommendation.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 48.63 (the “Purchase Price”)) the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 2. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP at 0000 Xxxxxxx Xxxx Xxxx, 1000 XxxxxxXxxxx 0000, Xxx Xxxxxxx, Xxxxx 00000XX 00000 at 9:00 a.m., at 10:00 A.M. New York City time time, on WednesdayMarch 15, December 14, 20052018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as to be purchased on the Underwriter shall request in writing not later than two full business days prior to the Closing Date, applicable date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares Shares, if any, will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders. (e) Subject to the sale of the Shares by the Selling Stockholders to the Underwriter in compliance with the terms hereof, (i) the Underwriter agrees to sell to the Company, and the Company agrees to purchase from the Underwriter, the Repurchase Shares at a purchase price per share of the Purchase Price and (ii) payment for the Repurchase Shares shall be made by the Company to the Underwriter in Federal or other funds immediately available in New York City against delivery of such Repurchase Shares for the account of the Company on the Closing Date.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”) of $11.4165 (reflecting underwriting discounts and commissions of $0.3835 per share from the public offering price of $11.80 per share). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter Representatives is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Selling Stockholder Company acknowledges and agrees that the Underwriter Underwriters may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter Representatives in the case of the Underwritten Shares, at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx, 00000 at 10:00 A.M. a.m., New York City time time, on WednesdayMay 30, December 14, 20052018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Representatives and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. ,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter Representatives for the account respective accounts of the Underwriter several Underwriters of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateRepresentatives shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, neither the Representatives nor any other Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders the number of Shares set forth opposite their respective names in Schedule 1 hereto at a purchase price per share of $41.00 30.00 (the “Purchase Price”). (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by each of the Selling Stockholders (with respect to each Selling Stockholder identified on Schedule 1 hereto as a Specified Selling Stockholder (the “Specified Selling Stockholders”), by such Specified Selling Stockholder’s attorney-in-fact, as defined belowindicated on Schedule 1 hereto (the “Attorneys-in-Fact” or any one of them the “Attorney-in-Fact”)) to the Underwriter at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayAugust 15, December 14, 20052012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders (with respect to the Specified Selling Stockholders, the Attorneys-in-Fact on behalf of the such Specified Selling Stockholder) may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing DateShares, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the each such Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter otherwise instructs. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder Stockholder, severally and not jointly, acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the each Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the such Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the any Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the each Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the such Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the such Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 11.28 (the “Purchase Price”). (b) The Company and the Selling Stockholder understands understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the its judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter in the case of the Shares, at the offices of Vxxxxx Xxxxxx Xxxxxx & Exxxxx L.L.P.Xxxxxxx LLP, 1000 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx 00000 at 9:00 A.M., at 10:00 A.M. New York City time time, on WednesdayMarch 19, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Company, the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. Delivery of the Shares shall be made at such times and in such quantities on the Closing Date as the Underwriter shall instruct (as described in the next paragraph) through the facilities of The Depository Trust Company (“DTC”), unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available eligible for inspection and packaging by book entry delivery through the facilities of DTC to securities accounts of the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $9.696. (b) The Company and the Selling Stockholder understands understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the its judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Final Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter its affiliates and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for The closing of the Shares transactions contemplated hereby (the “Closing”) shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter held at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, Xxx Xxxx at 10:00 A.M. New York City time on WednesdayMay 24, December 14, 20052007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and Underwriter, the Selling Stockholder and the Company may agree upon in writing. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery by wire transfer in immediately available funds to the Underwriter for account specified by the account of Selling Stockholder. At the Underwriter of Closing Date, the Selling Stockholder shall surrender the certificates evidencing the Shares in definitive form (or the right to receive the Shares) to the Company for cancellation and the Company shall issue one or more new certificates evidencing the Shares registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any . Any transfer taxes payable in connection with the sale of the Shares shall be duly paid by the Selling Stockholder. The certificates for certificate(s) representing the Shares to be delivered to the Underwriter will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. Cravath, Swaine & Xxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with the offering of the Shares contemplated hereby or the Selling Stockholderprocess leading thereto.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 16.38 (and, if applicable, in the case of Class A Debentures, the aggregate amount of shares of Common Stock issuable on conversion of such Class A Debentures, multiplied by such price per share) (the “Purchase Price”). (b) The Company and the Selling Stockholder understands understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the its judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter in the case of the Shares, at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx 00000 at 9:00 A.M., at 10:00 A.M. New York City time time, on WednesdayApril 29, December 14, 20052011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Company, the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Company. At the option of the Underwriter, the Selling StockholderStockholder shall deliver, in lieu of such number of Shares as the Underwriter may specify by written notice delivered not later than 6:00 P.M. on April 26, 2011, Class A Senior Convertible Debentures due 2019 (the “Class A Debentures”) to the Underwriter in an aggregate principal amount convertible on the date of such delivery into such specified number of the Shares; provided that the aggregate principal amount of Class A Debentures that may be requested shall not exceed the lesser of an aggregate principal amount convertible on the date of such delivery into (i) 7% of the 248,262,109 shares of the Common Stock of the Company outstanding and (ii) the amount of Shares to be purchased by the Underwriters that have not been allocated to investors as of 6:00 P.M. on April 26, 2011. Delivery of the Shares (and Class A Debentures, if applicable) shall be made at such times and in such quantities on the Closing Date as the Underwriter shall instruct (as described in the next paragraph) through the facilities of The Depository Trust Company (“DTC”), unless the Underwriter shall otherwise instruct. The certificates for the Shares (and Class A Debentures, if applicable) will be made available eligible for inspection and packaging by book entry delivery through the facilities of DTC to securities accounts of the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. . The Selling Stockholder will deliver the Shares (dand Class A Debentures) As compensation to the Underwriter for its commitments hereunderon the Closing Date in one or more tranches, at the direction of and only upon oral notice from the Underwriter with respect to each tranche (each, a “Purchase Notice”). Except as set forth below, in no event shall the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account deliver Shares in a single tranche in excess of the Underwriter, an amount equal to $41.00 per share for lesser of (i) 9.9% of the outstanding Common Stock of the Company (calculated as the quotient of (x) the number of Shares to be delivered in such tranche and (y) 248,262,109 shares of the Common Stock of the Company outstanding) (the “9.9% Limit”) and (ii) the number of Shares specified in the Purchase Notice for such tranche. Each Purchase Notice shall specify the number of Shares (and Class A Debentures) to be delivered to the Underwriter. After the initial Purchase Notice, each subsequent Purchase Notice shall be delivered upon the Underwriter reselling Shares such that, immediately following such resale, the total number of shares of Common Stock then beneficially owned by the Selling Stockholder hereunder Underwriter does not exceed the 9.9% Limit. Notwithstanding the foregoing, (i) if the Underwriter has not delivered Purchase Notices for delivery of all Shares (either directly or by delivering Class A Debentures) by 1:00 P.M., New York City time, on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and then the Selling Stockholder shall consult with their own advisors concerning be permitted to deliver unconverted Class A Debentures in an aggregate principal amount convertible on the date of such matters delivery into all remaining Shares in a single tranche immediately thereafter and (ii) the provisions of this Section 1(d) shall be responsible for making their own independent investigation and appraisal of in no way otherwise affect the transactions contemplated herebyUnderwriter’s obligations to purchase the Shares pursuant to, and subject to the terms of, this Agreement. For the avoidance of doubt, if the Underwriter receives Class A Debentures in lieu of Shares pursuant to this Agreement, the Underwriter shall have no responsibility not offer, sell, transfer or liability otherwise dispose of such debentures (except to the Company or conversion agent under the Selling Stockholder with respect thereto. Any review by Debenture Documents (as defined herein) for conversion) without the Underwriter prior written approval of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 45.065 (the “Purchase Price”)) the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 2. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP at 0000 Xxxxxxx Xxxx Xxxx, 1000 XxxxxxXxxxx 0000, Xxx Xxxxxxx, Xxxxx 00000XX 00000 at 9:00 a.m., at 10:00 A.M. New York City time time, on WednesdayNovember 24, December 14, 20052017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as to be purchased on the Underwriter shall request in writing not later than two full business days prior to the Closing Date, applicable date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares Shares, if any, will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders. (e) Subject to the sale of the Shares by the Selling Stockholders to the Underwriter in compliance with the terms hereof, (i) the Underwriter agrees to sell to the Company, and the Company agrees to purchase from the Underwriter, the Repurchase Shares at a purchase price per share of the Purchase Price and (ii) payment for the Repurchase Shares shall be made by the Company to the Underwriter in Federal or other funds immediately available in New York City against delivery of such Repurchase Shares for the account of the Company on the Closing Date.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 46.41 (the “Purchase Price”)) the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 2. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP at 0000 Xxxxxxx Xxxx Xxxx, 1000 XxxxxxXxxxx 0000, Xxx Xxxxxxx, Xxxxx 00000XX 00000 at 9:00 a.m., at 10:00 A.M. New York City time time, on WednesdayFebruary 15, December 14, 20052018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as to be purchased on the Underwriter shall request in writing not later than two full business days prior to the Closing Date, applicable date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares Shares, if any, will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders. (e) Subject to the sale of the Shares by the Selling Stockholders to the Underwriter in compliance with the terms hereof, (i) the Underwriter agrees to sell to the Company, and the Company agrees to purchase from the Underwriter, the Repurchase Shares at a purchase price per share of the Purchase Price and (ii) payment for the Repurchase Shares shall be made by the Company to the Underwriter in Federal or other funds immediately available in New York City against delivery of such Repurchase Shares for the account of the Company on the Closing Date.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $136.67 the number of Underwritten Shares to be sold by the Selling Stockholder as set forth opposite its name in Schedule 1 hereto. (b) The Company and the Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter Underwriter, in the case of the Underwritten Shares, at the offices of Vxxxxx O’Melveny & Exxxxx L.L.P.Xxxxx LLP, 1000 Xxx Xxxxxxxxxxx Xxxxxx, Xxxxxxx00xx Xxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. New York City time on WednesdayMay 28, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day (5th) Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling StockholderCompany. The certificates for Registration in the shareholders’ register of the Company shall take place of such Shares in the name of Cede & Co. (“Cede”) or such other nominee and the Shares will shall be credited on the books of The Depository Trust Company (“DTC”) to securities accounts of the Underwriter. Delivery of the Shares shall be made available for inspection and packaging by through the facilities of DTC unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the Selling Stockholder, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 16.30 (the “Purchase Price”). (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter at the New York City offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. New York City time on WednesdaySeptember 11, December 14, 20052007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling Stockholder. The certificates (or copies thereof) for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. X.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees Stockholders agree, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder Stockholders the Shares at a purchase price per share of $41.00 27.41 (the “Purchase Price”). (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement Execution Time as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Final Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Custodian to the Underwriter at the New York City offices of Vxxxxx Cxxxxx Xxxxxxxx Xxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Hxxxxxxx LLP at 10:00 A.M. New York City time on WednesdayMay 8, December 14, 20052008, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, Date with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling StockholderStockholders. The certificates for Shares to be purchased on the Shares will Closing Date shall be made available for inspection and packaging delivered by or on behalf of the Underwriter through the facilities of The Depository Trust Company (“DTC”) against payment by or on behalf of the Underwriter of the Purchase Price therefor by wire transfer of federal (same-day) funds to the accounts specified by the Selling Stockholders to the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the least two full business day days prior to the Closing Date. The Selling Stockholders will cause any certificate(s) representing the Shares to be made available for checking and packaging at least 24 hours prior to the Closing Date with respect thereto at the offices of DTC or its designated custodian. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, any of the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, any of the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, (i) the Company agrees to issue and sell the Shares to the Underwriter and should we use a "Price Determination Agreement" the Underwriter agrees to buy from the Company the Firm Shares at the price per Share set forth in the Price Determination Agreement (a form of which is annexed as provided in Exhibit B), at the place and time hereinafter specified. (b) In addition, subject to the terms and conditions of this Agreement, and the Underwriter, on upon the basis of the representations, warranties and agreements set forth herein and subject to contained, the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”). (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company hereby grants an option to the Underwriter to purchase all or any part of the Option Shares at the offices of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 A.M. New York City time on Wednesday, December 14, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment is referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations price per Share as the Underwriter shall request in writing not later than two full business days prior pay for the Firm Shares being sold pursuant to the Closing Date, with any transfer taxes payable in connection with provisions of subsection (a) of this Section 2. This option may be exercised within 30 days after the sale effective date of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging Registration Statement upon notice by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or advising as to the Selling Stockholder with respect theretoamount of Option Shares as to which the option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Any review The option granted hereunder may be exercised only to cover over-allotments in the sale by the Underwriter of Firm Shares referred to in subsection (a) above. In the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of event the Company declares or pays a dividend or distribution on its Common Stock, whether in the Selling Stockholderform of cash, shares of Common Stock or any other consideration, following the First Closing Date and prior to the Option Closing Date, such dividend or distribution shall also be paid on the Option Shares on the Option Closing Date.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 1 hereto, at a purchase price per share of $41.00 70.55 (the “Purchase Price”). (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 Worldwide Plaza, 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayMarch 12, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Company and the Selling Stockholder Stockholders may agree upon in writingagree. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders (except for any New York state stock transfer taxes that may be paid by the Underwriter, which tax payments the Selling Stockholders agree to reimburse to the Underwriter to the extent not otherwise promptly rebated directly to the Underwriter). Delivery of the Shares shall be made through the facilities of The certificates Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. Instructions to the transfer agent for delivery of the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and each of them shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 [___] (the “Purchase Price”)) the number of Shares (to be adjusted by you so as to eliminate fractional shares) as set forth opposite its name in Schedule I hereto. (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of any or all Shares on the Shares terms set forth in the Prospectus as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder Attorneys-in-Fact (as defined below) to the Underwriter ), or any of them at the offices of Vxxxxx Shearman & Exxxxx L.L.P.Sterling LLP, 1000 500 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, X.X. 00000 at 10:00 9.00 A.M. New York City time on WednesdayDecember [___], December 14, 20052006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Attorneys-in-Fact may agree upon in writing. The time and date of such payment is for the Shares are referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, Date with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. Mxxxxx Sxxxxxx & Co. Incorporated set forth above not later than 1:00 4.00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 12.60 (the “Purchase Price”)) the number of Shares set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. New York City time on WednesdayAugust 30, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment is referred to herein as the “Closing Date”. . (d) Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 11.28 (the “Purchase Price”). (b) The Company and the Selling Stockholder understands understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the its judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter in the case of the Shares, at the offices of Vxxxxx Cxxxxx Xxxxxx & Exxxxx L.L.P.Rxxxxxx llp, 1000 80 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx 00000 at 9:00 A.M., at 10:00 A.M. New York City time time, on WednesdayMarch 19, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Company, the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. Delivery of the Shares shall be made at such times and in such quantities on the Closing Date as the Underwriter shall instruct (as described in the next paragraph) through the facilities of The Depository Trust Company (“DTC”), unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available eligible for inspection and packaging by book entry delivery through the facilities of DTC to securities accounts of the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder Company the number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”)) of $13.266. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter in the case of the Underwritten Shares, at the offices of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxx & Xxxxxxx LLP at 10:00 A.M. New York City time A.M., Boston time, on WednesdayDecember 13, December 14, 20052010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writing, or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. , and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations to be purchased on the Closing Date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City Boston time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell 571,737 Shares, and the Selling Stockholder agrees to sell the Shares 100,000 Shares, to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $76.41 from the Company and from the Selling Stockholder the number of Shares set forth above. (b) The Company and the Selling Stockholder understands understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Company and the Selling Stockholder acknowledges acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder Company and the Attorneys-in-Fact (as defined below) or any of them (with regard to payment to the Selling Stockholder), to the Underwriter in the case of the Shares, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayMarch 9, December 14, 20052023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company and the Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in definitive connection with the sale of such Shares duly paid by the Company and the Selling Stockholder, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The Shares shall be delivered to the Underwriter, through the facilities of DTC, in book-entry form registered in such names and in such denominations as the Underwriter shall request in writing not specify no later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with second Business Day preceding the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection time at which such payment and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Datedelivery is made. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Company and the Selling Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have no any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. Moreover, the Selling Shareholder acknowledges and agrees that, although the Underwriter may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriter is making such a recommendation.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder Company the Underwritten Shares at a purchase price per share the "Purchase Price" of $41.00 (20.00. In addition, the “Company agrees to issue and sell the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Shares at the Purchase Price”. The Underwriter may exercise the option to purchase the Option Shares at any time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter in the case of the Underwritten Shares, at the offices of Vxxxxx Skadden, Arps, Slate, Xxxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxx LLP at 10:00 A.M. New York City time on WednesdayNovember 5, December 14, 20052002, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter's election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “"Closing Date”" and the time and date for such payment for the Option Shares, if other than the Closing Date, are herein referred to as the "Additional Closing Date". Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling StockholderCompany. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. X.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to Date or the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Additional Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder case may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholderbe.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”) of $14.6000 (reflecting underwriting discounts and commissions of $0.4745 per share from the public offering price of $14.1255 per share). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter Representatives is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Selling Stockholder Company acknowledges and agrees that the Underwriter Underwriters may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter Representatives in the case of the Underwritten Shares, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx, 00000 at 10:00 A.M. a.m., New York City time time, on WednesdaySeptember 12, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Representatives and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter Representatives for the account respective accounts of the Underwriter several Underwriters of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateRepresentatives shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, neither the Representatives nor any other Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”) of $12.22. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof or unless otherwise agreed to in writing by the Underwriter and the Company). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter in the case of the Underwritten Shares, at the offices of Vxxxxx Lxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Wxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayFebruary 28, December 14, 20052023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the Underwriter’s account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Shares from the Selling Stockholder at a purchase price per share of $41.00 1.93 (the “Purchase Price”"PURCHASE PRICE"). (b) The Selling Stockholder Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P.Xxxxxxxx, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M. New York City time on WednesdayApril 13, December 14, 20052007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. "CLOSING DATE." Payment for the Shares to be purchased on the Closing Date shall be made against delivery through the facilities of The Depository Trust Company to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall 2 (NY) 27961/057/UA/ua.doc request in writing not later than two full business days prior to the Closing Date, Date with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling StockholderCompany. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. X.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s 's length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to sell the Shares to the Underwriter as provided in this AgreementUnderwriter, and the UnderwriterUnderwriter agrees to purchase from the Company, in each case, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 10.9395 (the “Purchase Price”), the Underwritten Shares. In addition, the Company agrees to sell the Option Shares to the Underwriter, and the Underwriter, on the basis of the representations and warranties and agreements herein contained and subject to the conditions set forth herein, shall have the option to purchase from the Company up to 9,000,000 Option Shares at the Purchase Price. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Underwritten Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder Company (as defined belowor their representatives) to the Underwriter Underwriter, at the offices of Vxxxxx Akin Gump Xxxxxxx Xxxxx & Exxxxx L.L.P.Xxxx LLP, 1000 Xxxxxx0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayMarch 5, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writing. Payment for the Option Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. ,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or any Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations date or any Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder Company the number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a purchase price per share Share of $41.00 79.50 (the “Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company up to 750,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as is, in the judgment of the Underwriter is Underwriter, advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Company to the Underwriter in the case of the Underwritten Shares, at the offices of Vxxxxx Lxxxxx & Exxxxx L.L.P.Wxxxxxx LLP, 1000 counsel for the Underwriter, at 800 Xxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000, at 10:00 A.M. 9:00 A.M., New York City time time, on WednesdayFebruary 19, December 14, 20052021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. , and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. (d) Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the issuance and sale of the such Shares duly paid by the Selling StockholderCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct. The certificates for the Shares Shares, if any, will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to Date or the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Additional Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder case may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc.be. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”) of $8.16 (reflecting underwriting discounts and commissions of $0.34 per share from the public offering price of $8.50 per share). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter Underwriters may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter Representative in the case of the Underwritten Shares, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx, 00000 at 10:00 A.M. a.m., New York City time time, on WednesdayApril 25, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Representative and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter Representative for the account respective accounts of the Underwriter several Underwriters of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateRepresentative shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, neither the Representative nor any other Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this underwriting agreement (this “Agreement”), and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 [•] (the “Purchase Price”)) the Shares. (b) The Each of the Company and the Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter Underwriter, at the offices of Vxxxxx & Exxxxx L.L.P.Sidley Austin LLP, 1000 Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000, at 10:00 A.M. New York City time on Wednesday[•], December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafterthereafter (but in no event earlier than the closing of the Exchange), as the Underwriter Underwriter, the Company and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”; provided that the date and place of the Closing Date shall occur on the same date and at the same place as the applicable closing of the Exchange. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Datedate, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling Stockholder. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to The Company acknowledges and agrees that (i) the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered transactions contemplated by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of this Agreement are arm’s-length commercial transactions between the Company and the Selling Stockholder acknowledges Underwriter, (ii) in connection therewith, and agrees that with the process leading to such transaction, the Underwriter is not acting solely as the agent or fiduciary of the Company or any of its subsidiaries, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the capacity Company or any of an arm’s length contractual counterparty to the Selling Stockholder its subsidiaries with respect to the offering of Shares contemplated hereby (including in connection with determining by this Agreement or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder process leading thereto or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability obligation to the Company or any of its subsidiaries except the Selling Stockholder with respect theretoobligations expressly set forth in this Agreement, and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. Any review by The Company agrees that it will not claim that the Underwriter of the Company, the transactions contemplated hereby owes a fiduciary or other matters relating similar duty to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or any of its subsidiaries, in connection with such transaction or the Selling Stockholderprocess leading thereto.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 28.18 (the “Purchase Price”)) the Shares. (b) The Company and the Selling Stockholder understands that the Underwriter intends to make complete a public offering of the Shares as soon after the effectiveness date of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) to the Underwriter at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX at 10:00 A.M. New York City time on Wednesday, December 14November 9, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment is for the Shares are referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Underwritten Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”) of $30.76. In addition, the Selling Stockholder agrees to sell the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase the Option Shares from the Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholder (with a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the seventh full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholder, to the Underwriter in the case of the Underwritten Shares, at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayJune 16, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the initial sale of the such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 53.00 (the “Purchase Price”)) the aggregate number of Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter Underwriter, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX 00000 at 10:00 A.M. New York City time on WednesdayMay 13, December 14, 20052011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares (if the Shares are certificated) will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $19.62 from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000, at 10:00 A.M. A.M., New York City time time, on WednesdaySeptember 28, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter Each Planet Fitness Party and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Planet Fitness Parties and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the CompanyPlanet Fitness Parties, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the CompanyPlanet Fitness Parties, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Planet Fitness Parties and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and matters, each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, hereby and the Underwriter shall have no responsibility or liability to the Company Planet Fitness Parties or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the CompanyPlanet Fitness Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Planet Fitness Parties or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 31.51 (the “Purchase Price”)) the number of Shares as set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. New York City time on WednesdayMarch 10, December 14, 20052014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter and (ii) any withholding required by law. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company Company, Holding and the each Selling Stockholder Stockholder, severally and not jointly, acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company, Holding and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Holding, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, Holding, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Company, Holding and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company Company, Holding or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, Holding, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Company, Holding or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 44.96 (the “Purchase Price”)) the number of Shares set forth in Schedule 1 hereto. (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account account(s) specified by the Selling Stockholder (as defined below) to the Underwriter at the offices of Vxxxxx Xxxxxx Xxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayJune 15, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling Stockholder. The certificates for At the Closing Date, the Underwriter shall transfer the Shares will to Cede & Co. (“Cede”) or such other nominee as may be made available for inspection and packaging designated by the Depository Trust Company (“DTC”), pursuant to deeds of transfer to be signed by the Underwriter at and countersigned by the office Company and the Selling Stockholder for acknowledgement, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Deeds of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, Transfer”). Registration in the shareholders’ register of the Company shall take place of such Shares in the name of Cede or such other nominee and the Shares shall be credited on the business day prior books of DTC to the Closing Datesecurities account of the Underwriter. Delivery of the Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. The Company and the Selling Stockholder agree that they will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell 1,358,865 Shares, Xxxxxx agrees to sell the 19,245 Shares, and Oakville agrees to sell 75,000 Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $87.36 from the Company and from each Selling Stockholder the number of Shares set forth above. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder Company and the Attorneys-in-Fact (as defined below) or any of them (with regard to payment to the Selling Stockholders), to the Underwriter in the case of the Shares, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayMarch 4, December 14, 20052021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company and the Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in definitive connection with the sale of such Shares duly paid by the Company and the Selling Stockholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The Shares shall be delivered to the Underwriter, through the facilities of DTC, in book-entry form registered in such names and in such denominations as the Underwriter shall request in writing not specify no later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with second Business Day preceding the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection time at which such payment and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Datedelivery is made. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have no any responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders. Moreover, each Selling Shareholder acknowledges and agrees that, although the Underwriter may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to any Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriter is making such a recommendation.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Shares from at the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $45.33. (b) The Selling Stockholder understands Underwriter hereby informs the Company that the Underwriter it intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter at the offices of Vxxxxx Sxxxxxx Xxxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Bxxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayMarch 9, December 14, 20052010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writing. The time and date of such payment is referred to herein as the “Closing Date.”. (d) Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, Date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not DTC or its designated custodian no later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Each Selling Stockholder agrees Shareholder agrees, severally and not jointly, to sell its respective portion of the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $28.13 from the Selling Shareholders the Shares. (ba) The Company and the Selling Stockholder understands Shareholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Shareholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (cb) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) to the Underwriter Shareholders at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayAugust 2, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Company and the Selling Stockholder Shareholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the initial sale of the such Shares duly paid by the Selling StockholderShareholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares, in the event the Selling Shareholders choose to deliver such Shares in physical form, will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (ec) Each of the Company and the Selling Stockholder Shareholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Shareholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Shareholders shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Shareholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderShareholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder Company the Underwritten Shares at a purchase price per share of $41.00 (the “Purchase Price”) of $35.79. In addition, the Company agrees to issue and sell the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Shares at the Purchase Price. The Underwriter may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter in the case of the Underwritten Shares, at the offices of Vxxxxx Sxxxxxx Xxxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Bxxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayApril 25, December 14, 20052006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. ” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling StockholderCompany. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 38.61 (the “Purchase Price”)) the number of Initial Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 2. (b) The In addition, the Selling Stockholder understands that Stockholders, as and to the Underwriter intends extent indicated in Schedule 2 hereto, agree, severally and not jointly, to make a public offering of sell the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Option Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for , on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase at its election from the Selling Stockholders up to 750,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares. Any such election to purchase Option Shares shall be made by wire transfer in immediately available funds proportion to the account specified maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The option hereby granted will expire on the date that is 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Selling Stockholder (as defined below) Underwriter to the Underwriter at Selling Stockholders, setting forth the offices number of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 A.M. New York City time on Wednesday, December 14, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, Option Shares as to which the Underwriter is then exercising the option and the Selling Stockholder may agree upon in writing. The time and date of payment and delivery for such payment is referred to herein as the Option Shares. Any such time and date of delivery (a “Closing DateDate of Delivery”. Payment for the Shares ) shall be made against delivery to determined by the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter Underwriter, but shall request in writing not be later than two full business days June 7, 2017, nor in any event prior to the Closing Date, with any transfer taxes payable in connection with Date or earlier than three business days after the sale of the Shares duly paid by date such notice is provided to the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not Stockholders or later than 1:00 P.M.seven business days after the date such notice is provided to the Selling Stockholders, New York City time, on unless such notice is provided to the Selling Stockholders at least one business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to in which case such Date of Delivery shall be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 49.94 (the “Purchase Price”)) the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 2. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP at 0000 Xxxxxxx Xxxx Xxxx, 1000 XxxxxxXxxxx 0000, Xxx Xxxxxxx, Xxxxx 00000XX 00000 at 9:00 a.m., at 10:00 A.M. New York City time time, on WednesdayMay 11, December 14, 20052018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as to be purchased on the Underwriter shall request in writing not later than two full business days prior to the Closing Date, applicable date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares Shares, if any, will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees Stockholders agree to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder Stockholders at a purchase price per share of $41.00 (the “Purchase Price”)7.046. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the any Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter Underwriter, at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, LLP at 10:00 A.M. a.m., New York City time time, on WednesdayThursday, December 14September 22, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Selling Stockholders and the Selling Stockholder Underwriter may agree upon in writing. The time and date of such payment is are referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling StockholderStockholders. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. X.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 26.68 (the “Purchase Price”)) the number of Shares as set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 10.00 A.M. New York City time on WednesdayNovember 8, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter and (ii) any withholding required by law. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company Company, Holding and the each Selling Stockholder Stockholder, severally and not jointly, acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company, Holding and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Holding, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, Holding, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Company, Holding and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company Company, Holding or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, Holding, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Company, Holding or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”) of $6.2364 (reflecting underwriting discounts and commissions of $0.2636 per share from the public offering price of $6.50 per share). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriters to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter Underwriters may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter Underwriters in the case of the Underwritten Shares, at the offices of Vxxxxx & Exxxxx L.L.P.Xxxxxx Xxxxxx LLP, 1000 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, 00000 at 10:00 A.M. a.m., New York City time time, on WednesdayMarch 9, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriters and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriters in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter Representative for the account respective accounts of the Underwriter several Underwriters of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateUnderwriters shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the neither Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Company agrees to issue and sell 1,867,322 Shares, and the Selling Stockholder agrees to sell the Shares 55,000 Shares, to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $108.00 from the Company and from the Selling Stockholder the number of Shares set forth above. (b) The Company and the Selling Stockholder understands understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Company and the Selling Stockholder acknowledges acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder Company and the Attorneys-in-Fact (as defined below) or any of them (with regard to payment to the Selling Stockholder), to the Underwriter in the case of the Shares, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayMarch 7, December 14, 20052024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company and the Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in definitive connection with the sale of such Shares duly paid by the Company and the Selling Stockholder, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The Shares shall be delivered to the Underwriter, through the facilities of DTC, in book-entry form registered in such names and in such denominations as the Underwriter shall request in writing not specify no later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with second Business Day preceding the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection time at which such payment and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Datedelivery is made. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Company and the Selling Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have no any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. Moreover, the Selling Stockholder acknowledges and agrees that, although the Underwriter may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriter is making such a recommendation.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 (the “Purchase Price”)) of $28.30 the number of Shares set forth opposite such Selling Stockholder’s name in Schedule 1 hereto. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders, to the Underwriter Underwriter, at the offices of Vxxxxx & Exxxxx Xxxxx Xxxxx L.L.P., 1000 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000Xxxxx, at 10:00 A.M. A.M., New York City time time, on WednesdayNovember 13, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Company and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the its account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Datedate, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $23.22 from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000, at 10:00 A.M. A.M., New York City time time, on WednesdayNovember 22, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter Each Planet Fitness Party and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Planet Fitness Parties and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the CompanyPlanet Fitness Parties, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the CompanyPlanet Fitness Parties, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Planet Fitness Parties and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and matters, each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, hereby and the Underwriter shall have no responsibility or liability to the Company Planet Fitness Parties or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the CompanyPlanet Fitness Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Planet Fitness Parties or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell sell, the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 31.74 (the “Purchase Price”) the number of Underwritten Shares set forth opposite their respective names in Schedule 2 hereto. In addition, each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from each Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriter may exercise the option to purchase Option Shares at any time, in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Stockholders (as defined in Schedule 2 hereto). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Attorneys-in-Fact or any of them (with regard to payment to the Selling Stockholder (Stockholders other than the Sponsor Selling Stockholders) and each of the Sponsor Selling Stockholders, as defined below) applicable, to the Underwriter in the case of the Underwritten Shares, at the offices of Vxxxxx Winston & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdaySeptember 8, December 14, 20052014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Attorneys-in-Fact or any of them and the Sponsor Selling Stockholder Stockholders may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 $ 26.51 (the “Purchase Price”)) the number of Shares as set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder Stockholders (as defined belowwith respect to the Specified Selling Stockholders, by the Attorneys-in-Fact on behalf of such Specified Selling Stockholder) to the Underwriter Underwriter, at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M. A.M., New York City time time, on Wednesday, December July 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders (with respect to the Specified Selling Stockholders, the Attorneys-in-Fact on behalf of the such Specified Selling Stockholder) may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares (if any) will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder Stockholder, severally and not jointly, acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and such Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the such Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Company and the Selling Stockholder Stockholders shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 59.02 (the “Purchase Price”). (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. New York City time on WednesdayNovember 28, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling Stockholder. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter and (ii) any withholding required by law. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account Each of the UnderwriterCompany, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter Holding and the Selling Stockholder may agree upon in writingStockholder, the Selling Stockholder will pay or cause to be paid by wire transferseverally and not jointly, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company, Holding and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Holding, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, Holding, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Company, Holding and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company Company, Holding or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, Holding, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Company, Holding or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”) of $7.98 (reflecting underwriting discounts and commissions of $0.42 per share from the public offering price of $8.40 per share). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter Underwriters may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter Representatives in the case of the Underwritten Shares, at the offices of Vxxxxx & Exxxxx L.L.P.Xxxxxx Xxxxxx LLP, 1000 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, 00000 at 10:00 A.M. a.m., New York City time time, on WednesdayNovember 16, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Representatives and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter Representative for the account respective accounts of the Underwriter several Underwriters of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateRepresentatives shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, neither the Representatives nor any other Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 39.09 (the “Purchase Price”)) the number of Shares set forth on Schedule 1 hereto. (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account account(s) specified by the Selling Stockholder (as defined below) Luxco to the Underwriter at the offices of Vxxxxx Xxxxxx Xxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayNovember 26, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Luxco may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling Stockholder. The certificates for At the Closing Date the Underwriter shall transfer the Shares will to Cede & Co. (“Cede”) or such other nominee as may be made available for inspection and packaging designated by the Depository Trust Company (“DTC”), pursuant to deeds of transfer to be signed by the Underwriter at and countersigned by the office Company and the Selling Stockholder for acknowledgement, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Deeds of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, Transfer”). Registration in the shareholders’ register of the Company shall take place of such Shares in the name of Cede or such other nominee and the Shares shall be credited on the business day prior books of DTC to the Closing Datesecurities account of the Underwriter. Delivery of the Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. The Company and the Selling Stockholder agree that they will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Shareholders agrees, severally and not jointly, to sell the number of Shares set forth opposite the name of such Selling Shareholder in Schedule 2 hereto to the Underwriter as provided in Underwriters pursuant to the terms of this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder at a purchase price per share of equal to $41.00 28.00 per Share less $0.5000 per Share with respect to Shares reserved for sale to institutional investors or less $0.7875 per Share with respect to Shares reserved for sale to retail investors (collectively, the “Per Share Purchase Price”), the respective number of Shares set forth opposite the name of such Underwriter in Schedule 3 hereto. The aggregate purchase price shall equal (i) the Per Share Purchase Price multiplied by the number of Shares purchased less (ii) $250,000 to reimburse the Underwriters for certain of their expenses (which amount will be the maximum amount reimbursable by the Selling Shareholders in connection with the sale of the Shares notwithstanding any other agreement of the Selling Shareholders). (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (ca) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Shareholders or any of them to the Underwriter Representatives at the offices of Vxxxxx Debevoise & Exxxxx L.L.P.Pxxxxxxx LLP, 1000 900 Xxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx XX 00000, at 10:00 A.M. A.M., New York City time time, on WednesdayAugust 19, December 14, 20052021, or at such other time or place on the same or such other date, not later than the fifth ten business day days thereafter, as the Underwriter Representatives, the Company and the Selling Stockholder Shareholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account accounts of the Underwriter Representatives of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing DateShares, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderShareholders. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateRepresentatives shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (eb) Each of the Company and the each Selling Stockholder Shareholder acknowledges and agrees that each of the Underwriter Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Shareholders or any other person. Additionally, none of the Underwriter Underwriters is not advising the Company, the Selling Stockholder Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Shareholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder Shareholders with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderShareholders.

Purchase of the Shares by the Underwriter. (a) The Subject to the terms and conditions set forth herein, each of the Selling Stockholder agrees Stockholders listed on Schedule 2-A agrees, severally and not jointly, to sell the Underwritten Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”) of $15.895 from each of the Selling Stockholders listed on Schedule 2-A the number of Underwritten Shares (to be adjusted by the Underwriter in its sole discretion so as to eliminate fractional shares) set forth opposite the name of the Underwriter in Schedule 1 hereto. In addition, each of the Selling Stockholders listed on Schedule 2-B agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Option Shares to the Underwriter, and the Underwriter shall have the option to purchase at their election up to 375,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter, on the basis of the representations and warranties and agreements herein contained and subject to the conditions set forth herein, shall have the option to purchase at its election, from each Selling Stockholder listed on Schedule 2-B the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by the Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of the Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders listed on Schedule 2-A by the Underwriter, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriter in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2-B hereto. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) to the Underwriter by each applicable Selling Stockholder, in the case of the Underwritten Shares, at the offices of Vxxxxx Xxxxxx & Exxxxx L.L.P.Xxxxxxx LLP, 1000 000 Xxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000, at 10:00 A.M. New York City time on WednesdayMarch 16, December 14, 20052016, or at such other time or place on the same or such other date, not later than the fifth (5th) business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. , and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing DateUnderwriter, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the book entry notation of such Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 43.10 (the “Purchase Price”)) the number of Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 1 hereto. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliate. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxx Xxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxx llp at 10:00 A.M. A.M., New York City time time, on WednesdayDecember 16, December 14, 20052014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Datedate, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $4.00. (b) The Selling Stockholder Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Company to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 Xxxxxx000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxxxxxx, Xxxxx 00000, X.X. 00000 at 10:00 A.M. New York City time on WednesdayMarch 5, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling StockholderCompany, as applicable. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 48.75 (the “Purchase Price”)) the number of Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 1 hereto. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliate. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxx Xxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayJanuary 16, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Datedate, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $41.00 (the “Purchase Price”) of $11.7902, provided that any Underwritten Shares which are purchased by GSO Capital Partners LP or their affiliates will be at a price per share of $12.50. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder Company understands that the Underwriter intends Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter Underwriters may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter Representative in the case of the Underwritten Shares, at the offices of Vxxxxx & Exxxxx L.L.P.Xxxxxx Xxxxxx LLP, 1000 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayFebruary 6, December 14, 20052017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Representative and the Selling Stockholder Company may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter Representative for the account respective accounts of the Underwriter several Underwriters of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderCompany. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateRepresentative shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the The Company and the Selling Stockholder acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, neither the Representative nor any other Underwriter is not advising the Company, the Selling Stockholder Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Shares by the Underwriter. (ai) The Selling Stockholder Company agrees to issue and sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the Shares from the Selling Stockholder at a purchase price per share of $41.00 26.65 (the “Purchase Price”). (ba) The Selling Stockholder Company understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of parties hereto have executed and delivered this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder Company acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (cb) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company to the Underwriter in the case of the Shares, at the offices of Vxxxxx & Exxxxx L.L.P.Bxxxx Bxxxx L.L.P, 1000 900 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 00000 by 10:00 A.M. New York City time on WednesdayJune 10, December 14, 20052004, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for On the Closing Date, the Company shall cause its transfer agent to deposit as original issue the Shares shall be made against delivery pursuant to the Underwriter Full Fast Delivery Program of The Depository Trust Company (“DTC”) for the account of each Underwriter against payment to or upon the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each order of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters Purchase Price by wire transfer in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholderimmediately available funds.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 1 hereto, at a purchase price per share of $41.00 104.86 (the “Purchase Price”). (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 Worldwide Plaza, 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX 00000 at 10:00 A.M. A.M., New York City time time, on WednesdaySeptember 13, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Company and the Selling Stockholder Stockholders may agree upon in writingagree. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders (except for any New York state stock transfer taxes that may be paid by the Underwriter, which tax payments the Selling Stockholders agree to reimburse to the Underwriter to the extent not otherwise promptly rebated directly to the Underwriter). Delivery of the Shares shall be made through the facilities of The certificates Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. Instructions to the transfer agent for delivery of the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and each of them shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell 2,132,380 Shares and Oakville agrees to sell the 75,000 Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $70.18 from the Company and from the Selling Stockholder the number of Shares set forth above. (b) The Company and the Selling Stockholder understands understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Company and the Selling Stockholder acknowledges acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder Company and the Attorneys-in-Fact (as defined below) or any of them (with regard to payment to the Selling Stockholder), to the Underwriter in the case of the Shares, at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P.Xxxxxxxx LLP at 9:00 A.M., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 A.M. New York City time time, on WednesdaySeptember 4, December 14, 20052020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Company and the Attorneys-in-Fact may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date with any transfer taxes payable in definitive connection with the sale of such Shares duly paid by the Company and the Selling Stockholder, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The Shares shall be delivered to the Underwriter, through the facilities of DTC, in book-entry form registered in such names and in such denominations as the Underwriter shall request in writing not specify no later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with second Business Day preceding the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection time at which such payment and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Datedelivery is made. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have no any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder. Moreover, each Selling Shareholder acknowledges and agrees that, although the Underwriter may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Underwriter is not making a recommendation to any Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Underwriter is making such a recommendation.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 30.86 (the “Purchase Price”)) 5,780,000 Shares. (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. New York City time on WednesdayJune 2, December 14, 20052014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling Stockholder. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter and (ii) any withholding required by law. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account Each of the UnderwriterCompany, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter Holding and the Selling Stockholder may agree upon in writingStockholder, the Selling Stockholder will pay or cause to be paid by wire transferseverally and not jointly, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company, Holding and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Holding, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, Holding, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Company, Holding and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company Company, Holding or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, Holding, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Company, Holding or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell the Shares to the Underwriter and the Underwriter agrees to buy from the Company, the Firm Shares at the price per Share set forth in the Price Determination Agreement (a form of which is annexed as provided in Exhibit B), at the place and time hereinafter specified. (b) In addition, subject to the terms and conditions of this Agreement, and the Underwriter, on upon the basis of the representations, warranties and agreements set forth herein and subject to contained, the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”). (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Company hereby grants an option to the Underwriter to purchase all or any part of the Option Shares at the offices of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 A.M. New York City time on Wednesday, December 14, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment is referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations price per Share as the Underwriter shall request in writing not later than two full business days prior pay for the Firm Shares being sold pursuant to the Closing Date, with any transfer taxes payable provisions of subsection (a) of this Section 2. This option may be exercised once in connection with whole or in part within 30 days after the sale effective date of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging Registration Statement upon notice by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or advising as to the Selling Stockholder with respect theretoamount of Option Shares as to which the option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Any review The option granted hereunder may be exercised only to cover over-allotments in the sale by the Underwriter of Firm Shares referred to in subsection (a) above. In the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of event the Company declares or pays a dividend or distribution on its Common Stock, whether in the Selling Stockholderform of cash, shares of Common Stock or any other consideration, following the First Closing Date and prior to the Option Closing Date, such dividend or distribution shall also be paid on the Option Shares on the Option Closing Date.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell sell, the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 28.20 (the “Purchase Price”) the number of Underwritten Shares set forth opposite their respective names in Schedule 2 hereto. In addition, each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from each Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriter may exercise the option to purchase Option Shares at any time, in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company, the Attorneys-in-Fact (as defined below) and the Sponsor Selling Stockholders (as defined in Schedule 2 hereto). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Attorneys-in-Fact or any of them (with regard to payment to the Selling Stockholder (Stockholders other than the Sponsor Selling Stockholders) and each of the Sponsor Selling Stockholders, as defined below) applicable, to the Underwriter in the case of the Underwritten Shares, at the offices of Vxxxxx Winston & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayMay 28, December 14, 20052014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Attorneys-in-Fact or any of them and the Sponsor Selling Stockholder Stockholders may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations date or the Additional Closing Date, as the Underwriter shall request in writing not later than two full business days prior to the Closing Datecase may be, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on On the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, this Agreement, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase the Shares from the Selling Stockholder Company at a the purchase price per share of $41.00 (for the “Purchase Price”)Firm Shares to be agreed upon by the Underwriter and the Company in accordance with Section 2(c) hereof and set forth in the Price Determination Agreement, the Firm Shares. (b) The Selling Stockholder understands that Subject to all the terms and conditions of this Agreement, the Company grants the Option to the Underwriter intends to make a public offering purchase up to 225,000 Option Shares from the Company at the same price per share as the Underwriter shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares as soon by the Underwriter and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the effectiveness date of this Agreement as in Agreement, upon written or telegraphic notice (the judgment "Option Shares Notice") by the Underwriter to the Company. The date for the closing of the sale of the Option Shares (the "Option Closing Date"), shall be determined by you but shall be no later than 10 days after delivery of the Option Shares Notice. On the Option Closing Date, the Company will issue and sell to the Underwriter is advisable, and initially to offer the number of Option Shares on the terms set forth in the ProspectusOption Shares Notice. The Selling Stockholder acknowledges right to purchase the Option Shares or any portion thereof may be surrendered and agrees that terminated at any time upon notice by the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the UnderwriterCompany. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter at the offices of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 A.M. New York City time on Wednesday, December 14, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment is referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 public offering price per share for the Firm Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, purchase price per share for the Selling Stockholder will pay or cause Firm Shares to be paid by wire transfer, in immediate available funds, such commission to the account specified Underwriter shall be agreed upon by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges Underwriter and agrees that the Underwriter is acting solely set forth in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderPrice Determination Agreement.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 16.38 (and, if applicable, in the case of Class A Debentures, the aggregate amount of shares of Common Stock issuable on conversion of such Class A Debentures, multiplied by such price per share) (the “Purchase Price”). (b) The Company and the Selling Stockholder understands understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the its judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter in the case of the Shares, at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx 00000 at 9:00 A.M., at 10:00 A.M. New York City time time, on WednesdayApril 29, December 14, 20052011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Company, the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Company. At the option of the Underwriter, the Selling StockholderStockholder shall deliver, in lieu of such number of Shares as the Underwriter may specify by written notice delivered not later than 6:00 P.M. on April 26, 2011, Class A Senior Convertible Debentures due 2019 (the “Class A Debentures”) to the Underwriter in an aggregate principal amount convertible on the date of such delivery into such specified number of the Shares; provided that the aggregate principal amount of Class A Debentures that may be requested shall not exceed the lesser of an aggregate principal amount convertible on the date of such delivery into (i) 7% of the 248,262,109 shares of the Common Stock of the Company outstanding and (ii) the amount of Shares to be purchased by the Underwriters that have not been allocated to investors as of 6:00 P.M. on April 26, 2011. Delivery of the Shares (and Class A Debentures, if applicable) shall be made at such times and in such quantities on the Closing Date as the Underwriter shall instruct (as described in the next paragraph) through the facilities of The Depository Trust Company (“DTC”), unless the Underwriter shall otherwise instruct. The certificates for the Shares (and Class A Debentures, if applicable) will be made available eligible for inspection and packaging by book entry delivery through the facilities of DTC to securities accounts of the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. . The Selling Stockholder will deliver the Shares (dand Class A Debentures) As compensation to the Underwriter for its commitments hereunderon the Closing Date in one or more tranches, at the direction of and only upon oral notice from the Underwriter with respect to each tranche (each, a “Purchase Notice”). Except as set forth below, in no event shall the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account deliver Shares in a single tranche in excess of the Underwriter, an amount equal to $41.00 per share for lesser of (i) 9.9% of the outstanding Common Stock of the Company (calculated as the quotient of (x) the number of Shares to be delivered in such tranche and (y) 248,262,109 shares of the Common Stock of the Company outstanding)(the “9.9% Limit”) and (ii) the number of Shares specified in the Purchase Notice for such tranche. Each Purchase Notice shall specify the number of Shares (and Class A Debentures) to be delivered to the Underwriter. After the initial Purchase Notice, each subsequent Purchase Notice shall be delivered upon the Underwriter reselling Shares such that, immediately following such resale, the total number of shares of Common Stock then beneficially owned by the Selling Stockholder hereunder Underwriter does not exceed the 9.9% Limit. Notwithstanding the foregoing, (i) if the Underwriter has not delivered Purchase Notices for delivery of all Shares (either directly or by delivering Class A Debentures) by 1:00 P.M., New York City time, on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and then the Selling Stockholder shall consult with their own advisors concerning be permitted to deliver unconverted Class A Debentures in an aggregate principal amount convertible on the date of such matters delivery into all remaining Shares in a single tranche immediately thereafter and (ii) the provisions of this Section 1(d) shall be responsible for making their own independent investigation and appraisal of in no way otherwise affect the transactions contemplated herebyUnderwriter’s obligations to purchase the Shares pursuant to, and subject to the terms of, this Agreement. For the avoidance of doubt, if the Underwriter receives Class A Debentures in lieu of Shares pursuant to this Agreement, the Underwriter shall have no responsibility not offer, sell, transfer or liability otherwise dispose of such debentures (except to the Company or conversion agent under the Selling Stockholder with respect thereto. Any review by Debenture Documents (as defined herein) for conversion) without the Underwriter prior written approval of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Shareholders agrees, severally and not jointly, to sell the number of Underwritten Shares set forth opposite the name of such Selling Shareholder in Schedule 2 hereto to the Underwriter as provided in Underwriters pursuant to the terms of this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, severally and not jointly, to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $26.6825, the respective number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 3 hereto. In addition, each of the Selling Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, to the several Underwriters as provided in this Agreement the number of Option Shares set forth opposite the name of such Selling Shareholder in Schedule 2 hereto, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, the Option Shares from the Selling Shareholders at the Purchase Price. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 3 hereto bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole or from time to time in part, on or before the thirtieth day following the date of the Final Prospectus, solely to cover over-allotments, if any, by written notice from the Representatives to the Company and the Selling Shareholders, provided, however, that such option may not be exercised more than twice. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the seventh full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (ca) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Shareholders or any of them to the Underwriter Representatives, in the case of the Underwritten Shares, at the offices of Vxxxxx Debevoise & Exxxxx L.L.P.Pxxxxxxx LLP, 1000 900 Xxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx XX 00000, at 10:00 A.M. A.M., New York City time time, on WednesdayJune 30, December 14, 20052021, or at such other time or place on the same or such other date, not later than the fifth ten business day days thereafter, as the Underwriter Representatives, the Company and the Selling Stockholder Shareholders may agree upon in writingwriting or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”. ,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account accounts of the Underwriter Representatives of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Datedate, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderShareholders. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the Underwriter at facilities of The Depository Trust Company (“DTC”) unless the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateRepresentatives shall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (eb) Each of the Company and the each Selling Stockholder Shareholder acknowledges and agrees that each of the Underwriter Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Shareholders or any other person. Additionally, none of the Underwriter Underwriters is not advising the Company, the Selling Stockholder Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Shareholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder Shareholders with respect thereto. Any review by the Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Company or the Selling StockholderShareholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 31.17 (the “Purchase Price”)) the Shares. (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter Underwriter, at the offices of Vxxxxx & Exxxxx L.L.P.Xxxxxx LLP, 1000 0000 Xxxxxxx Xxxxxx, XxxxxxxXxxx Xxxx, Xxxxx 00000, Xxxxxxxxxx 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayAugust 19, December 14, 20052014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling Stockholder. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 1 hereto, at a purchase price per share of $41.00 36.02 (the “Purchase Price”). (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 Worldwide Plaza, 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayMarch 16, December 14, 20052012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Company and the Selling Stockholder Stockholders may agree upon in writingagree. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders (except for any New York state stock transfer taxes that may be paid by the Underwriter, which such tax payments the Selling Stockholders agree to reimburse to the Underwriter to the extent not otherwise promptly rebated directly to the Underwriter). Delivery of the Shares shall be made through the facilities of The certificates Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. Instructions to the transfer agent for delivery of the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and each of them shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 51.67 (the “Purchase Price”)) 13,374,592 Shares. (b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 A.M. New York City time on WednesdayDecember 8, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling Stockholder. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter and (ii) any withholding required by law. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account Each of the UnderwriterCompany, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter Holding and the Selling Stockholder may agree upon in writingStockholder, the Selling Stockholder will pay or cause to be paid by wire transferseverally and not jointly, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company, Holding and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Holding, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, Holding, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Company, Holding and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company Company, Holding or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, Holding, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Company, Holding or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase all of the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $37.68. The number of Shares the Underwriter shall purchase from each of the Selling Stockholders pursuant to the preceding sentence shall be equal to the aggregate number of Shares to be sold by that Selling Stockholder as set forth opposite its name in Schedule 1 hereto. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliates. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter Underwriter, at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayAugust 11, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the each Selling Stockholder. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall each be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect theretoto any such consultation, investigation or appraisal. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 58.77 (the “Purchase Price”)) the number of Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 1 hereto. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliate. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxx Xxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayApril 7, December 14, 20052015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Datedate, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 1 hereto, at a purchase price per share of $41.00 51.91 (the “Purchase Price”). (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 Worldwide Plaza, 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayDecember 3, December 14, 20052012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Company and the Selling Stockholder Stockholders may agree upon in writingagree. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders (except for any New York state stock transfer taxes that may be paid by the Underwriter, which such tax payments the Selling Stockholders agree to reimburse to the Underwriter to the extent not otherwise promptly rebated directly to the Underwriter). Delivery of the Shares shall be made through the facilities of The certificates Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. Instructions to the transfer agent for delivery of the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and each of them shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 25.51 (the “Purchase Price”)) the number of Shares as set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxx Xxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxxx LLP at 10:00 10.00 A.M. New York City time on WednesdayAugust 7, December 14, 20052013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter and (ii) any withholding required by law. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company Company, Holding and the each Selling Stockholder Stockholder, severally and not jointly, acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company, Holding and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Holding, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, Holding, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Company, Holding and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company Company, Holding or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, Holding, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Company, Holding or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”)) of $20.44 from each of the Selling Stockholders the number of Shares set forth opposite their respective names in Schedule 1 hereto. (b) The Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder Stockholders (as defined belowwith respect to the Specified Selling Stockholders, by the Attorneys-in-Fact on behalf of such Specified Selling Stockholders) or any of them to the Underwriter at the offices of Vxxxxx Xxxxxxx Xxxxxxx & Exxxxx L.L.P.Xxxxxxxx LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx Xxx Xxxx 00000, at 10:00 A.M. A.M., New York City time time, on Wednesday, December March 14, 20052017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders (with respect to the Specified Selling Stockholders, by the Attorneys-in-Fact on behalf of such Specified Selling Stockholders) may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. .” Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. The certificates for Delivery of the Shares will shall be made available for inspection and packaging by through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Dateshall otherwise instruct. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter Each Planet Fitness Party and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Planet Fitness Parties and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the CompanyPlanet Fitness Parties, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the CompanyPlanet Fitness Parties, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Planet Fitness Parties and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and matters, each shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, hereby and the Underwriter shall have no responsibility or liability to the Company Planet Fitness Parties or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the CompanyPlanet Fitness Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Planet Fitness Parties or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders at a purchase price per share of $41.00 38.10 (the “Purchase Price”)) the number of Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 1 hereto. (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriterits affiliate. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Xxxxxx Xxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, Xxxxxxx LLP at 10:00 A.M. A.M., New York City time time, on WednesdayOctober 10, December 14, 20052014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Datedate, with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.

Purchase of the Shares by the Underwriter. (a) The Each Selling Stockholder agrees agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from the Selling Stockholder Stockholders at a purchase price per share of $41.00 (the “Purchase Price”)) of $10.75 the number of Shares set forth under such Selling Stockholder’s name in Schedule I hereto. (b) The Selling Stockholder understands Stockholders and the Company understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the ProspectusDisclosure Package. The Selling Stockholder acknowledges Stockholders and agrees the Company acknowledge and agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter in the case of the Shares at the offices of Vxxxxx Shearman & Exxxxx L.L.P.Sterling LLP, 1000 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx, 00000 at 10:00 A.M. New York City time on WednesdayMarch 15, December 14, 20052006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder Stockholders may agree upon in writing. The time and date of such payment is for the Shares are referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, Date with any transfer taxes payable in connection with the sale of the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. Shearman & Sterling LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriter. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase the Shares from each of the Selling Stockholder Stockholders the number of Shares as set forth opposite the Selling Stockholders’ respective names in Schedule 1 hereto, at a purchase price per share of $41.00 36.95 (the “Purchase Price”). (b) The Company and the Selling Stockholder understands Stockholders understand that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledges Stockholders acknowledge and agrees agree that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account accounts specified by the Selling Stockholder (as defined below) Stockholders to the Underwriter at the offices of Vxxxxx Cravath, Swaine & Exxxxx L.L.P.Xxxxx LLP, 1000 Worldwide Plaza, 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000, XX 00000 at 10:00 A.M. A.M., New York City time time, on WednesdayJune 13, December 14, 20052012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Company and the Selling Stockholder Stockholders may agree upon in writingagree. The time and date of such payment for the Shares is referred to herein as the “Closing Date”. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in to be purchased on such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date, date with any transfer taxes payable in connection with the sale of the such Shares duly paid by the Selling StockholderStockholders (except for any New York state stock transfer taxes that may be paid by the Underwriter, which such tax payments the Selling Stockholders agree to reimburse to the Underwriter to the extent not otherwise promptly rebated directly to the Underwriter). Delivery of the Shares shall be made through the facilities of The certificates Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. Instructions to the transfer agent for delivery of the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 2005, or on such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing, the Selling Stockholder will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by J.X. Xxxxxx Securities Inc. (e) Each of the Company and the each Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Stockholders shall consult with their own advisors concerning such matters and each of them shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Stockholders with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderStockholders.