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

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. 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 after the date hereof and prior to the issuance of the Option Shares 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 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash by wire transfer of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required to file a quarterly or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. 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 after the date hereof and prior to the issuance of the Option Shares 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 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Sidley Austin llp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on , 2010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Conditional Payment certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of 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) Each of the Company and the Operating Partnership acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Operating Partnership 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 Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with their own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making their own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required or the Operating Partnership with respect thereto. Any review by the Underwriters of the Company, the Operating Partnership, the transactions contemplated hereby or other matters relating to file a quarterly such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:Operating Partnership.

Purchase of the Shares by the Underwriters. (a) The Company agrees Selling Stockholders agree, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto Selling Stockholders at a purchase price per share of $20.75 (the “Purchase Price”) the number of $20.00Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all the Selling Stockholders hereunder. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 520,527 Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, 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 after the date hereof and prior to the issuance that portion of the Option Shares 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 as to which such election shall have been exercised (to be purchased adjusted by each Underwriter shall be you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which bears the same ratio such Underwriter is entitled to the aggregate number of Option Shares being purchased purchase, 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 I hereto, and the aggregate denominator of which is the maximum number of Underwritten Option Shares being purchased from which all of the Company by the several Underwriters, subject, however, Underwriters are entitled to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makepurchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, 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, 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 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 12 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein. (b) The Selling Stockholders and the Company understands understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholders and the Company acknowledges acknowledge and agrees agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified to the Representatives (i) by X.X. the Attorneys-in-Fact (as defined below), or any of them, with regard to payment to the Selling Stockholders in the case of the Underwritten Shares, and (ii) the Company, in the case of the Option Shares, in each case at the offices of Vxxxxx, Price, Kaufman, and Kammholz, P.C. at 10:00 A.M. New York City time on February 3, 2006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company and the Attorneys-in-Fact may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares are 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 Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives 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 each of the Selling Stockholders or the Company, as the case may be. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of J.X. Xxxxxx Securities Inc. no set forth above not later than 1:00 P.M., New York City time, on the date which is five business days after day prior to the date when Closing Date or the Additional Closing Date, as the case may be. (d) Each of the Selling Stockholders and the Company is next required acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file the Selling Stockholder and the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metSelling Stockholder, the Company or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Selling Stockholder, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto. Each of the Selling Stockholders and the Company 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 Underwriters shall have no responsibility or liability to the Selling Stockholder or the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Selling Stockholder or the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00[·]; provided that with respect to the Directed Shares, the purchase price per share shall be $[·]. 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 $[·] per share less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 Representative in their its 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 Prospectus, by written notice from the Representatives 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on [·], 2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Conditional Payment certificates for the Shares will be made available for inspection and packaging by the Representative at the office of 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) [Reserved]. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price per share (the “"Purchase Price”") of $20.00U.S.$ . The public offering price of the Shares is not in excess of the price recommended by , acting as a "qualified independent underwriter" within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 Prospectusthis Agreement, 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, 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of __________________ at 10:00 A.M., New York City time, on _____, 2006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters' election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares is referred to herein as the "Closing Date" and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the "Additional Closing Date". Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives 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 Company. The Conditional Payment certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of J.P. Morgan Securities Inc. sex xxxxx xxxve 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) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the 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 or any other person. Additionally, none of the Representatives or other Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.0022.1950. The Company will not be obligated to deliver any of the Shares except upon payment for all the Shares to be purchased as provided herein. In addition, the Company agrees to issue and sell the Option Shares hereby grants an option 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 after the date hereof and prior to the issuance of the Option Shares 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 9 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 its 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 ProspectusProspectus Supplement, 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 or later than the tenth third 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for and delivery of the Underwritten Shares will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 a.m., New York City time, on August 15, 2016, or at such other time or place on the same or such other date, not later than the third business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment and delivery of the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date of such payment and delivery for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. (d) Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(aaccount(s) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the Representatives, Representatives against delivery to the Representatives for the account respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Conditional Payment certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person with respect to any such offering. Additionally, neither the Representatives nor any other Underwriter are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by any of the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to file a quarterly such transactions will be performed solely for the benefit of such Representative or an annual report after such Underwriter, as the Capital Deployment Hurdle Rate has been met. Definitions:case may be, and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Company Selling Stockholders at a purchase price per share of $33.12 (the respective “Purchase Price”) the number of Underwritten Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by such Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Shares to be purchased by such Underwriter as set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. 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 denominator of which is 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the aggregate number of Option Shares to be purchased by each Underwriter shall be all 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 Underwriters 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 Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date all 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 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 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinSelling Stockholders hereunder. (b) The Company understands and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the accounts specified by X.X. the Attorneys-in-Fact (as defined below) to the Representatives at the offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Securities Inc. no Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at 10:00 A.M., New York City time, on November 16, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Attorneys-in-Fact, or any one of them, may agree upon in writing. The time and date which of such payment for the Shares is five 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 Representatives for the respective accounts of the several Underwriters of the Shares in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days after prior to the date when Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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) The Company, Premier Services, LLC, a Delaware limited liability company (the “General Partner”), the Operating Partnership and the Selling Stockholders acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company is next required and the Selling Stockholders with respect to file the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the General Partner, the Operating Partnership, the Selling Stockholders or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the General Partner, the Operating Partnership, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company, the General Partner, the Operating Partnership and the Selling 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 Underwriters shall have no responsibility or liability to the Company, the General Partner, the Operating Partnership or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, the General Partner, the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, the General Partner, the Operating Partnership or the Selling Stockholders.

Purchase of the Shares by the Underwriters. (a) The Company agrees Each Selling Stockholder agrees, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto each Selling Stockholder at a price per share of $[ ] (the “Purchase Price”) the number of $20.00Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Selling Stockholder as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all the Selling Stockholders hereunder. In addition, the Company agrees Option Selling Stockholders, as and to issue and the extent indicated in Schedule 3 hereto, agree, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election all or any portion of the Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Option Selling Stockholders all or any portion of the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The number of Option Shares to be purchased from each Option Selling Stockholder 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 Option Shares set forth opposite the name of such Option Selling Stockholder in Schedule 3 hereto bears to the aggregate number of all Option Shares available to be purchased. 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 Prospectusthis Agreement, by written notice from the Representatives to the CompanyCompany and the Option 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, 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 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 12 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the accounts specified by X.X. the Selling Stockholders to the Representatives in the case of the Underwritten Shares, at the offices of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx Securities Inc. no Xxxxxx, Houston, Texas, 77002 at 10:00 A.M. Houston time on December [ ], 2007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives, the Company and the Selling Stockholders may agree upon in writing or, in the case of the Option Shares, on the date which 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 five 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 through the facilities of the Depository Trust Company (“DTC”) to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days after prior to the date when 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 Stockholders or the Option Selling Stockholders, as the case may be. Any certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., Houston time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company and the Selling Stockholders acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company is next required and the Selling Stockholders with respect to file the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholders or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling 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 Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company or the Selling Stockholders, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.

Purchase of the Shares by the Underwriters. (a) The 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 sell 1,200,000 Firm Shares, severally and sell the Underwritten Shares not jointly, to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of Firm Shares set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the conditions provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 180,000 Option Shares. Such option is exercisable in the event that the Underwriters sell more than the number of Firm Shares in the offering and as set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. In addition, the Company agrees to issue and sell the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the total 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 sold on such Delivery Date as the number of Underwritten Firm Shares set forth in Schedule 1 hereto 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 total 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 makeFirm Shares. The Underwriters may exercise price of both the option to purchase Firm Shares and any Option Shares at shall be $24.3328 per share. The Company shall not be obligated to deliver 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 on the same date and time as First Delivery Date or the Closing Second Delivery Date (as hereinafter defined) but shall not be earlier than ), as 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 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 Company understands that the Underwriters intend to make a public offering of case may be, except upon payment for all the Shares to be purchased on such Delivery Date as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriterprovided herein. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash by wire transfer of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required to file a quarterly or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] Firm Shares and each Selling Shareholder agrees to sell the number of Firm Shares set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and each of 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, agrees to purchase the number of the Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from each Selling Shareholder that number of the Company Firm Shares that represents the Option same proportion of the number of the Firm Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared be sold by the Company after and the date hereof and prior to the issuance of the Option Shares 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 Selling Shareholders as the number of Underwritten the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or I represents to the total number of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder’s name in Schedule II hereto, severally and not jointly. Any such election to purchase Option Shares shall be made in proportion to the maximum number increased of Option Shares to be sold by each Selling Shareholder as set forth in Section 10 hereof) bears Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the aggregate number of Underwritten Option Shares being purchased from the Company by the several Underwriters, subject, however, (subject to such adjustments to eliminate any fractional Shares shares as the Representatives in their sole discretion shall make. The Underwriters may exercise determine) that bears 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 Representatives same proportion to the Company. Such notice shall set forth the aggregate total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option total number of Firm Shares. The purchase price payable by the Underwriters for both the Firm Shares and any Option Shares is being exercised $[●] per Share. The Company and the date and time when Selling Shareholders are not obligated to deliver any of the Firm Shares or 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell applicable Delivery Date, except upon payment for all such Shares to or through any affiliate of an Underwriterbe purchased on such Delivery Date as provided herein. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash by wire transfer of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required to file a quarterly or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s 's name in Schedule 1 I hereto at a price per share (the “"Purchase Price”") of $20.008.075. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 I hereto (or such number increased as set forth in Section 10 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, 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 whole and from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectusthis Agreement, 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, 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the Representatives, for Representatives in the account case of the several Underwriters. The Conditional Payment Underwritten Shares at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 A.M. New York City time on February 1, 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 Representatives and the Company may agree upon in writing or, in the case of the Option Shares, payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. Xxxxxx Securities Inc. no the Company to the Representatives 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 are 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 Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request 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 Company. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of Shearman & Sterling LLP set forth above not later than 1:00 P.M., New York City time, on the date which is five business days after day prior to the date when Closing Date or the Company is next required to file a quarterly or an annual report after Additional Closing Date, as the Capital Deployment Hurdle Rate has been met. Definitions:case may be.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell, and each Selling Stockholder agrees, severally and not jointly, to sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $15.79 (the “Purchase Price”) the number of $20.00Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company or such Selling Stockholder as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholders hereunder. 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 after the date hereof and prior to the issuance of the Option Shares 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 12 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 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 CompanyCompany 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 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the accounts specified by X.X. the Company and the Selling Stockholders or any of them (with regard to payment to the Selling Stockholders) to the Representatives in the case of the Underwritten Shares at the offices of Weil, Gotshal & Xxxxxx Securities Inc. no LLP at 10:00 A.M., New York City time, on January 24, 2017, or at such other time or place on the same or such other date, not later than the date which is five fifth business days after day thereafter, as the Representatives, the Company and the Selling Stockholders may agree upon in writing or, in the case of the Option Shares, on the date when and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company is next required and the Selling Stockholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to file the Closing Date or the Additional Closing Date, as the case may be. (d) Each of the Company and the Selling Stockholders, severally and not jointly, acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholders or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter are advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own respective advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, the Selling Stockholders, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.

Purchase of the Shares by the Underwriters. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, Agreement and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto Selling Stockholders at a purchase price per share of $24.30 (the “Purchase Price”) of $20.00. 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 after the date hereof and prior to the issuance of the Option Shares 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 adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Shares to be purchased by each such 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 and the denominator of which is the aggregate number of Underwritten Shares being to be purchased by all the Underwriters 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 Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date all 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 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 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinSelling Stockholders hereunder. (b) The Company understands Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges Selling Stockholders acknowledge and agrees agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the accounts specified by X.X. Xxxxxx Securities Inc. no the Selling Stockholders (or, with respect to the Specified Selling Stockholders, the Attorneys-in-Fact) to the Representative at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York City time, on May 19, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Selling Stockholders (or, with respect to the Specified Selling Stockholders, the Attorneys-in-Fact) may agree upon in writing. The time and date which of such payment for the Shares is five 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 Representative for the respective accounts of the several Underwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business days after day prior to the date when Closing Date. (d) Each of the Company, Evolent Health and the Selling Stockholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling 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, Evolent Health, the Selling Stockholders or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, Evolent Health, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company, Evolent Health and the Selling 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 Underwriters shall have no responsibility or liability to the Company, Evolent Health or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company is next required or Evolent Health, the transactions contemplated hereby or other matters relating to file a quarterly such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, Evolent Health or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:Selling Stockholders.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.0010.105. 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 solely to cover over-allotments at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 solely to cover over-allotments 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 Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, whole or from time to time in parttime, but not more than once, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on February 21, 2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $[•] (the “Purchase Price”) ). The public offering price of $20.00the Shares is not in excess of the price recommended by Xxxxx Fargo, acting as a “qualified independent underwriter” within the meaning of Rule 2720. 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 after the date hereof and prior to the issuance of the Option Shares 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 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 Prospectusthis Agreement, 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on December [•], 2010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) at a price per share (the “Purchase Price”) of $20.00$ . 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchasedpurchased by the Underwriters, 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 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 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 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided, that if the same date and time as the Closing Date is specified therein, such notice shall not be required to be given at least two business days prior to such date. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on 2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, none of the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. (e) It is understood that up to 1% of the Underwritten Shares offered (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in full the most recent Preliminary Prospectus and in cash accordance with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) to officers and employees of the Company and its subsidiaries and certain other persons associated with the Company and its subsidiaries who have heretofore delivered to Barclays Capital Inc. offers to purchase Underwritten Shares in form satisfactory to Barclays Capital Inc. (such program, the “Directed Share Program”) and that any allocation of such Underwritten Shares among such persons will be made in accordance with timely directions received by wire transfer of immediately available funds Barclays Capital Inc. from the Company; provided, that under no circumstances will Barclays Capital Inc. or any Underwriter be liable to a bank account designated the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by X.X. Xxxxxx Securities Inc. no later than any participant in the Directed Share Program by 9:00 A.M., New York City time, on the first business day following the date which is five business days after hereof or otherwise not purchased by such persons will be offered by the date when Underwriters to the Company is next required to file a quarterly or an annual report after public upon the Capital Deployment Hurdle Rate has been met. Definitions:terms and conditions set forth in the Prospectus.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $61.44 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00hereto. 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 Price, less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any , that portion of the number of Option Shares are as to which such election shall have been exercised (to be purchased, adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum 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 sold by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeCompany. 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 Prospectusthis Agreement, by written notice from the Representatives 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, 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable accounts specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, X.X. 00000 at 10:00 A.M. New York City time on July 14, 2008, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price per share (the “"Purchase Price”") of $20.0057.30. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 9 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 Prospectusthis Agreement, 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, 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp at 10:00 A.M. New York City time on December 8, 2004, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters' election to purchase such Option Shares. The time and date of such payment for the account 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 Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives 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 Company. The Conditional Payment shall certificates for the Shares will be paid in full in cash made available for inspection and packaging by wire transfer the Representatives at the office of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no set forth above not later than 1:00 P.M., New York City time, on the date which is five business days after day prior to the date when Closing Date or the Company is next required to file a quarterly or an annual report after Additional Closing Date, as the Capital Deployment Hurdle Rate has been met. Definitions:case may be.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00_______. 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 after the date hereof and prior to the issuance of the Option Shares 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 9 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 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, which notice, in the case of a date of delivery that is later than the Closing Date (as hereinafter defined) shall be given at least two business days prior to the date and time of delivery specified therein. 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash by wire transfer of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required to file a quarterly or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:the

Purchase of the Shares by the Underwriters. (a) The Company agrees Each Selling Shareholder agrees, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto each Selling Shareholder at a purchase price per share of $ 29.76 (the “Purchase Price”) the number of $20.00Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each Selling Shareholder as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. In addition, the Company agrees Selling Shareholders, as and to issue the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 1,350,000 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 Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Selling Shareholders at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives X.X. Xxxxxx Securities Inc. in their 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 Shareholder as set forth in Schedule 2 hereto. 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 Prospectus, by written notice from the Representatives to the CompanySelling Shareholders or Attorney-in-Fact (as defined below); provided, however, that no Optional Shares shall be sold or delivered unless the Underwritten Shares previously have been, or simultaneously are, sold and delivered. 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, 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 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands Selling Shareholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges Selling Shareholders acknowledge and agrees agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. the Selling Shareholders or Attorney-in-Fact to the Underwriters in the case of the Underwritten Shares, at the offices of Xxxxxx Securities Inc. no Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000 at 10:00 A.M. New York City time on August 11, 2009, or at such other time or place on the same or such other date, not later than the date which is five fifth business days after day thereafter, as the Representatives and the Selling Shareholders or Attorney-in-Fact may agree upon in writing or, in the case of the Option Shares, on the date when 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 Deutsche Bank Securities Inc. for the respective accounts of the several Underwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Shareholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless Deutsche Bank Securities Inc. shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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) Each of the Company is next required and the Selling Shareholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file the Selling Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Shareholders or any other person. Definitions:Additionally, none of the Underwriters is advising the Company, the Selling Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling 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 Underwriters shall have no responsibility or liability to the Company or the Selling Shareholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Shareholders.

Purchase of the Shares by the Underwriters. (a) The Company agrees Each Selling Stockholder agrees, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto each Selling Stockholder at a price per share of $17.2377 (the “Purchase Price”) the number of $20.00Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Selling Stockholder as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all the Selling Stockholders hereunder. In addition, the Company Option Selling Stockholder agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election all or any portion of the Option Shares at the Purchase Price. The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Option Selling Stockholder all or any portion of the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholders 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 Prospectusthis Agreement, by written notice from the Representatives to the CompanyCompany and the Option Selling Stockholder. 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, 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 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 12 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the accounts specified by X.X. the Selling Stockholders to the Representatives in the case of the Underwritten Shares, at the offices of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx Securities Inc. no Xxxxxx, Houston, Texas, 77002 at 10:00 A.M. Houston time on December 19, 2007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives, the Company and the Selling Stockholders may agree upon in writing or, in the case of the Option Shares, on the date which 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 five 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 through the facilities of the Depository Trust Company (“DTC”) to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days after prior to the date when 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 Stockholders or the Option Selling Stockholder, as the case may be. Any certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., Houston time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company and the Selling Stockholders acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company is next required and the Selling Stockholders with respect to file the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholders or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling 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 Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company or the Selling Stockholders, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price per share of $__________ (the “"Purchase Price”) of $20.00"). 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, Underwriters 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 8 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 Representative in their 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, (but not more than once) on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives 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, 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 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 8 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of _______________at 10:00 A.M. New York City time on _____ , 200_, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters' election to purchase such Option Shares. The time and date of such payment for the account 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". Delivery to the Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representative 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, shall be made against payment for the Shares to be purchased, on the Closing Date or the Additional Closing Date, as the case may be. The Conditional Payment shall certificates for the Shares will be paid in full in cash made available for inspection and packaging by wire transfer the Representative at the office of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no _________________ set forth above not later than 1:00 P.M., New York City time, on the date which is five business days after day prior to the date when Closing Date or the Company is next required to file a quarterly or an annual report after Additional Closing Date, as the Capital Deployment Hurdle Rate has been met. Definitions:case may be.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.006.9504. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 Prospectusthis Agreement, 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell the Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on October 7, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 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 nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date of one or more global certificates representing the Shares, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the 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 or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00[—]. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 9 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 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 Prospectusthis Agreement, 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 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 10 9 hereof). Any such notice shall be given at least two business days (or one business day if prior to the Closing Date) prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable accounts specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Cravath, Swaine & Xxxxx LLP, New York, New York, at 10:00 A.M., New York City time, on [—], 2010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives 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 such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Conditional Payment certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the transactions contemplated hereby or other matters relating to file a quarterly such transactions will be performed solely for the benefit of the Representatives or an annual report after such other Underwriter, as the Capital Deployment Hurdle Rate has been met. Definitions:case may be, and shall not be on behalf of the Company or any other person.

Purchase of the Shares by the Underwriters. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Selling Stockholder at a price per share (the “Purchase Price”) of $[—] the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00hereto. In addition, the Company Selling Stockholder agrees as and to issue and sell the extent indicated in Schedule 1 hereto, to 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 Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase 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 CompanyCompany 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 tenth seventh 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company Selling Stockholder understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company Selling Stockholder acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. Xxxxxx Securities Inc. no the Selling Stockholder, to the Representatives in the case of the Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on June [—], 2014, or at such other time or place on the same or such other date, not later than the date which is five fifth business days after day thereafter, as the Representatives and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date when and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the initial sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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) Each of the Company is next required and the Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file 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 quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholder or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.005.4769. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 Representative in their 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 Prospectusthis Agreement, by written notice from the Representatives 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, 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 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 Business Days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. New York City time on June 22, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representative 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 such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. The Conditional Payment certificates for the Shares will be made available for inspection and packaging by the Representative at the office of Xxxxx Xxxx & Xxxxxxxx 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) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Firm Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.001.4363. The public offering price of the Shares is not in excess of the price recommended by KeyBanc Capital Markets Inc., acting as a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 Firm 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 Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. 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 Prospectusthis Agreement, 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, 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), order of the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Firm Shares, at 10:00 A.M. New York City time on May 13th, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or as provided in Section 10 hereof, 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 account Firm 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 of the Shares to be purchased on such date to the Representatives for the respective accounts of the several UnderwritersUnderwriters in definitive form registered in such names and in such denominations as the Representatives 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 Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto Selling Stockholder at a purchase price per share of $22.6812 (the “Purchase Price”) the number of $20.00Underwritten Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Selling Stockholder as set forth in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Selling Stockholder hereunder. In addition, the Company Selling Stockholder agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 1,125,000 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 Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase 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 CompanySelling Stockholder. 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, 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 10 12 hereof). Any Except in connection with a concurrent closing with the sale of the Underwritten Shares, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company Selling Stockholder understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company Selling Stockholder acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. Xxxxxx Securities Inc. no the Selling Stockholder to the Representatives in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on August 12, 2009, or at such other time or place on the same or such other date, not later than the date which is five fifth business days after day thereafter, as the Representatives and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date when and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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) Each of the Company is next required and the Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file 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 quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholder or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [•] Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [•] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. In addition, the Company agrees to issue and sell the Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the total 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 sold on such Delivery Date as the number of Underwritten Firm Shares set forth in Schedule I hereto 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 total number of Underwritten Shares being purchased from the Company Firm Shares. The purchase price payable by the several Underwriters, subject, however, to such adjustments to eliminate Underwriters for both the Firm Shares and any fractional Option Shares as the Representatives in their sole discretion shall makeis $[•] per share. The Underwriters may exercise Company is not obligated to deliver any of the option to purchase Firm Shares or 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell applicable Delivery Date, except upon payment for all such Shares to or through any affiliate of an Underwriterbe purchased on such Delivery Date as provided herein. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash by wire transfer of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required to file a quarterly or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00$ . 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 Prospectusthis Agreement, 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, 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 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 Business Days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx at 10:00 A.M. New York City time on , 2007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares is referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives 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 Company. The Conditional Payment shall certificates for the Shares will be paid in full in cash made available for inspection and packaging by wire transfer the Representatives at the office of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no set forth above not later than 1:00 P.M., New York City time, on the date which is five business days after day prior to the date when Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company is next required with respect to file the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees Each Selling Stockholder agrees, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto each Selling Stockholder at a purchase price per share of $[ ] (the “Purchase Price”) the number of $20.00Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. 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 contained 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased pur- chased from the Company Selling Stockholders 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 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 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Underwritten Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment any Option Shares shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the accounts specified to to the representatives by X.X. the Attorneys-in-Fact (as defined below), in the case of the Underwritten Shares, and by the Company, in the case of the Option Shares, at the offices of Cxxxxx Xxxxxx Securities Inc. no & Rxxxxxx llp, 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on [ ], 2007, in the case of the Underwritten Shares, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Attorneys-in-Fact may agree upon in writing or, in the case of the Option Shares, on the date which 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 five 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 through the facilities of The Depository Trust Company (“DTC”) to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days after prior to the date when 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 Company is next required or the Selling Stockholders, as applicable. Any certificates representing the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to file the Closing Date or the Additional Closing Date, as the case may be. (d) The Company and each Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholders or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling 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 Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.

Purchase of the Shares by the Underwriters. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto Selling Stockholder at a purchase price per share of $46.25 (the “Purchase Price”) the number of $20.00Underwritten Shares set forth in Schedule 1 hereto. In addition, the Company Selling Stockholder, as and to the extent indicated in Schedule 2 hereto, agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the . The Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from the Company Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Underwriters in their 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 hereto. 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 Prospectus, by written notice from the Representatives Underwriters to each of the CompanyCompany and the Selling Stockholder. 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 10 12 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein. (b) The Company Selling Stockholder understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company Selling Stockholder acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the account(s) specified by X.X. the Selling Stockholder to the Underwriters at the offices of Xxxxxx Securities Inc. no Xxxxxx & Xxxxxxx LLP at 10:00 A.M., New York City time, on March 10, 2014, or at such other time or place on the same or such other date, not later than the date which is five fifth business days after day thereafter, as the Underwriters and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date when 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 Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. At the Closing Date or the Additional Closing Date, as the case may be, the Underwriters shall transfer the Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), pursuant to deeds of transfer to be signed by the Underwriters and countersigned by the Company is next required and the Selling Stockholder for acknowledgement, substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Deeds of 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 books of DTC to file the securities accounts of the Underwriters. Delivery of the Shares shall be made through the facilities of DTC unless the Underwriters shall otherwise instruct. (d) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate Company, the Selling Stockholder or any other person. Additionally, neither Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters 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 Underwriters, or any of them, has been met. Definitions: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 Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.0024.3525. The Company will not be obligated to deliver any of the Shares except upon payment for all Shares to be purchased as provided herein. In addition, the Company agrees to issue and sell the Option Shares hereby grants an option 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 after the date hereof and prior to the issuance of the Option Shares 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 9 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 its 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 ProspectusProspectus Supplement, 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 or later than the tenth fifth 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for and delivery of the Underwritten Shares will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 a.m., New York City time, on May 4, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment and delivery of the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date of such payment and delivery for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. (d) Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(aaccount(s) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the Representatives, Representatives against delivery to the Representatives for the account respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Conditional Payment certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person with respect to any such offering. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by such Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and contained, but subject to the terms and conditions herein set forth hereinforth, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. 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 47.57 from each 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, Selling Stockholders the number of Option Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule B hereto by a fraction, the numerator of which is the aggregate number of Shares to be purchased by each such Underwriter shall be as set forth opposite such Underwriter’s name in Schedule A hereto and the number denominator of Option Shares which bears the same ratio to is the aggregate number of Option the Shares being to be purchased as by all 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 Underwriters 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 Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date all 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 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 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinSelling Stockholders hereunder. (b) The Company understands Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges Selling Stockholders acknowledge and agrees agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter; provided, however, that the Underwriters shall be responsible for all actions or inactions of such affiliates and nothing herein shall release the Underwriters from any of their respective obligations or liabilities under this Agreement. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the accounts specified by X.X. Xxxxxx Securities Inc. no each of the Selling Stockholders to the Underwriters at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on July 22, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and the Selling Stockholders may agree upon in writing. The time and date which of such payment for the Shares is five business days after referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriters for the respective accounts of the several Underwriters of the Shares to be purchased on such date when with any transfer taxes payable in connection with the Company is next required to file a quarterly or an annual report after sale of such Shares duly paid by each Selling Stockholder. Delivery of the Capital Deployment Hurdle Rate has been met. Definitions:Shares shall be made through the facilities of DTC unless the Underwriters shall otherwise instruct.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00[●]. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 Representative in their its 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 Prospectus, by written notice from the Representatives 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 or 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 thereintherein unless otherwise agreed upon by the Company and the Representative. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of Xxxx Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on [●], 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. 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 purchaseeach Underwriter agrees, severally and not jointly, to purchase from each of the Company the Option Shares Selling Stockholders at the Purchase Price less an amount a purchase price per share equal to any dividends or distributions declared by of $16.1570 (the Company after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, “Purchase Price”) the number of Option Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Shares to be purchased by each such 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 and the denominator of which is the aggregate number of Underwritten Shares being to be purchased by all the Underwriters 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 Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date all 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 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 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinSelling Stockholders hereunder. (b) The Company understands and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank account designated the accounts specified by X.X. Xxxxxx Securities Inc. no the Selling Stockholders, to the Representative in the case of the Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on August 12, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Selling Stockholders may agree upon in writing. The time and date which of such payment for the Shares is five 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 Representative for the respective accounts of the several Underwriters of the Shares to be purchased on such date in book-entry form registered in such names and in such denominations as the Representative shall request in writing not later than two full business days after prior to the date when Closing Date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representative at the office of 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) Each of the Company is next required and each Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file the Company and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholders or any other person. Definitions:Additionally, neither the Representative nor any other Underwriter is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling 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 Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.

Purchase of the Shares by the Underwriters. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Selling Stockholder at a price per share (the “Purchase Price”) of $21.175 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00hereto. In addition, the Company Selling Stockholder agrees as and to issue and sell the extent indicated in Schedule 1 hereto, to 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 Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase 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 CompanyCompany 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 tenth seventh 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company Selling Stockholder understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company Selling Stockholder acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. Xxxxxx Securities Inc. no the Selling Stockholder, to the Representatives in the case of the Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on April 2, 2014, or at such other time or place on the same or such other date, not later than the date which is five fifth business days after day thereafter, as the Representatives and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date when and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the initial sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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) Each of the Company is next required and the Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file 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 quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholder or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price per share of $ (the “"Purchase Price”) "). The public offering price of $20.00. the Shares is not in excess of the price recommended by Credit Suisse First Boston LLC, acting as a "qualified independent underwriter" within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 9 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, (but not more than twice) on or before the thirtieth day following the date of the Prospectusthis Agreement, 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, 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 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 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (ba) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (b) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Shares, at the offices of Cahill Gordon & Reindel LLP at 10:00 A.M. New York City time on _____ , 0000, xx xx suxx xxxxr time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing; 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, 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 Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives 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 Company. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of Cahill Gordon & Reindel LLP set forth above not later than 1:00 P.M., Xxx Xxxx Xxxx tixx, xx the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (c) In addition As compensation to the amounts required by Section 2(a)Underwriters for their commitments hereunder, the Company agrees will pay, or cause to pay be paid, to the Representatives, for the account accounts of the several Underwriters, an amount equal to $ [ ] multiplied $_______ per share for the Shares to be delivered by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after hereunder on the Closing Date within [ ] days after or the end of each calendar quarter and shall promptly deliver Additional Closing Date, as the case may be. On ____, 2003, or on such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been metother date, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash by wire transfer of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no not later than the date which is five business days after fifth Business Day thereafter, as the Representatives and the Company may agree upon in writing, or, in the case of the Option Shares, on the date when and time specified by the Representatives in the written notice of the Underwriters' election to purchase such Option Shares the Company is next required will pay or cause to file a quarterly or an annual report after be paid by wire transfer, in immediate available funds, such commission to the Capital Deployment Hurdle Rate has been met. Definitions:account specified by the Representatives.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of €17.10 or $20.0022.77 per Share, as applicable based on the split between allocations settled in euros and dollars, respectively, as notified in writing to the Company by the Representatives on behalf of the Underwriters as soon as practicable prior to the applicable Closing Date or the Additional Closing Date, as the case may be. 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 after the date hereof and prior to the issuance of the Option Shares 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 9 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 Representatives on behalf of 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 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 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 10 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (b) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 A.M., New York City time, on May 6, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) (in the case of Shares paid for in United States dollars) or Euroclear Nederland (in the case of Shares paid for in euros) unless the Representatives shall otherwise instruct. (c) In addition The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the amounts required by Section 2(a)Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company agrees or any other person. Additionally, no such Underwriter is advising the Company or any other person as to pay any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters of the Company, the transactions contemplated thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. (d) As compensation to the Underwriters for their commitments hereunder, the Company will pay, or cause to be paid, to the Representatives, for the account of the several Underwriters, an amount a base fee equal to $ [ ] 0.93% of the Purchase Price and for the account of Xxxxxxx Sachs International, a co-ordination fee equal to 0.25% of the Purchase Price, in each case multiplied by the aggregate total number of Shares purchased to be delivered by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after hereunder on the Closing Date within [ ] days after or the end Additional Closing Date, as the case may be, and may pay an incentive fee at the sole discretion of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company of up to 0.5% of the Representatives, Purchase Price (for the account of the several Underwriters. The Conditional Payment three Bookrunners (Xxxxxxx Xxxxx International, CALYON and Société Générale) in such proportions as shall be paid determined by the Company) multiplied by the total number of Shares to be delivered by the Company hereunder on the Closing Date or the Additional Closing Date, as the case may be. On May 6, 2009, or, in full in cash by wire transfer the case of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the Option Shares, on the date which is five business days after and time specified by the date when Representatives in the Company is next required written notice of the Underwriters’ election to file a quarterly or an annual report after purchase such Option Shares, the Capital Deployment Hurdle Rate has been met. Definitions:Representatives may deduct such compensation from the proceeds paid pursuant to paragraph (b) above.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00967.50. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 Representative in their 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 Prospectusthis Agreement, by written notice from the Representatives 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, 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 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 Business Days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. New York City time on June 22, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representative 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 such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. The Conditional Payment certificates for the Shares will be made available for inspection and packaging by the Representative at the office of Xxxxx Xxxx & Xxxxxxxx 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) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The 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 sell 8,500,000 Firm Shares, severally and sell the Underwritten Shares not jointly, to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of Firm Shares set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the conditions provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,275,000 Option Shares. Such option is exercisable in the event that the Underwriters sell more than the number of Firm Shares in the offering and as set forth herein, in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00. In addition, the Company agrees to issue and sell the Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the total 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 sold on such Delivery Date as the number of Underwritten Firm Shares set forth in Schedule 1 hereto 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 total 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 makeFirm Shares. The Underwriters may exercise price of both the option to purchase Firm Shares and any Option Shares at shall be $14.2595 per share. The Company shall not be obligated to deliver 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 on the same date and time as First Delivery Date or the Closing Second Delivery Date (as hereinafter defined) but shall not be earlier than ), as 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 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 Company understands that the Underwriters intend to make a public offering of case may be, except upon payment for all the Shares to be purchased on such Delivery Date as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriterprovided herein. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash by wire transfer of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required to file a quarterly or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00$ . 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 all or any portion of the Option Shares at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 9 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 Representative in their its 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 (30th) day following the date of the Prospectus, by written notice from the Representatives 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 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 10 9 hereof). Any ; provided, however, that any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, at [10:00 A.M.], New York City time, on , 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. If the Shares are certificated, the certificates for the Shares will be made available for inspection and packaging by the Representative at the office of 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) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees and the Selling Stockholder agree, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the respective Selling Stockholder at a purchase price per share of $[ ] (the "Purchase Price") the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and the Selling Stockholder as set forth opposite such Underwriter’s its name in Schedule 1 II hereto at by a price per share (fraction, the “Purchase Price”) numerator of $20.00which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and the Selling Stockholder hereunder. In addition, [the Company agrees Company] [and] [the Selling Stockholder, as and to issue the extent indicated in Schedule II hereto] [agree, severally and not jointly,] to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to [ ] Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from [the Company the Option Shares ][and][the Selling Stockholder] at the Purchase Price less an amount per share equal that portion of the number of Option Shares as to any dividends or distributions declared which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. [Any such election to purchase Option Shares shall be made [in proportion to the maximum number of Option Shares to be sold by the Company after and the date hereof and prior Selling Stockholder][initially with respect to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, sold by the Company and then with respect to 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 sold by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Selling Stockholder.] The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the [Company] [and the] [Attorney-in-Fact (as defined below)]. 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, 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 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 11 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to JPMorgan and by the RepresentativesAttorneys-in-Fact, or any of them, with regard to payment to the Selling Stockholder in the case of the Underwritten Shares, at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on [ ], 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 Representatives and the Company and the Attorneys-in-Fact may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters' election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares are 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 Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives 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 Company or the Selling Stockholder, as the case may be. The Conditional Payment certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of JPMorgan 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) Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriters are 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, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making their own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:Selling Stockholder.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, an aggregate of 7,700,000 Underwritten Shares and each Underwriter, on the Selling Stockholder agrees to sell to the several Underwriters an aggregate of 600,000 Underwritten Shares. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a hereto. The purchase price per Underwritten Share to be paid by each Underwriter to the Company for the Underwritten Shares to be sold by the Company and to the Selling Stockholder for the Underwritten Shares to be sold by the Selling Stockholder shall be $13.05 per share (the “Purchase Price”) of $20.00). 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 after the date hereof and prior to the issuance of the Option Shares 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 12 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 Underwriters 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 Prospectus, by written notice from the Representatives 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 or later than the tenth seventh 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 12 hereof). Any If after the Closing Date, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the Underwriters’ judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters each Underwriter may offer and sell Shares to or through any affiliate of an such Underwriter. (c) In addition Payment for the Shares to be sold by the Company shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesUnderwriters in the case of the Underwritten Shares, at the offices of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP at 10:00 a.m., New York City time, on March 11, 2014, unless another time or place shall be agreed to by the Underwriters and the Company in writing 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. Payment for the account of Shares to be sold by the several Underwriters. The Conditional Payment Selling Stockholder shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. Xxxxxx Securities Inc. no later the Selling Stockholder to the Underwriters at the offices of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP at 10:00 a.m., New York City time, on March 11, 2014, unless another time or place shall be agreed to by the Underwriters and the Selling Stockholder in writing. 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 date which Closing Date, is five business days after herein referred to as the date when “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 Underwriters of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of any such Shares to be sold by the Company is next required duly paid by the Company and any transfer taxes payable in connection with the sale of any such Shares to file be sold by the Selling Stockholder duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. (d) The Company and the Selling Stockholder acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company or the Selling Stockholder, as the case may be, with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholder or any other person. Definitions:Additionally, the Underwriters are 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 each consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the Selling Stockholder, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the Underwriters’ benefit and shall not be on behalf of the Company or the Selling Stockholder, as the case may be.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.0018.9222. 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 solely to cover over-allotments at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 solely to cover over-allotments 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 Option Shares at any time in whole, whole or from time to time in parttime, but not more than once, 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 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 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 Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on January 22, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares is referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Selling Stockholder at a price per share (the “Purchase Price”) of $ the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00hereto. In addition, the Company Selling Stockholder agrees as and to issue and sell the extent indicated in Schedule 1 hereto, to 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 Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase 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 CompanyCompany 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 tenth seventh 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company Selling Stockholder understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company Selling Stockholder acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. Xxxxxx Securities Inc. no the Selling Stockholder, to the Representatives in the case of the Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on , 2014, or at such other time or place on the same or such other date, not later than the date which is five fifth business days after day thereafter, as the Representatives and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date when and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the initial sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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) Each of the Company is next required and the Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file 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 quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholder or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a hereto. The purchase price per share to be paid by the Underwriters to the Company for the Underwritten Shares will be $38.95 per share (the “Purchase Price”) of $20.00). 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 after the date hereof and prior to the issuance of the Option Shares 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 Representative in their its 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 (30th) day following the date of the Prospectus, by written notice from the Representatives a 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 or nor 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 10 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 understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, at the offices of Xxxxxxxx Xxxxxxx LLP, 0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York City time, on August 26, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the 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 or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Conditional Payment Company shall consult with its own advisors concerning such matters and shall be paid in full in cash by wire transfer responsible for making its own independent investigation and appraisal of immediately available funds the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to file a quarterly or an annual report after such transactions will be performed solely for the Capital Deployment Hurdle Rate has been met. Definitions:benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto Selling Stockholders at a purchase price per share of $23.25 (the “Purchase Price”) of $20.00. 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 after the date hereof and prior to the issuance of the Option Shares 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 adjusted by you so as to eliminate fractional shares) determined by multiplying 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 by a fraction, the numerator of which is the aggregate number of Shares to be purchased by each such 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 and the denominator of which is the aggregate number of Underwritten Shares being to be purchased by all the Underwriters 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 Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date all 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 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 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinSelling Stockholders hereunder. (b) The Company understands and the Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Underwriters is advisable, and initially to offer the Shares on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. the Attorneys-in-Fact to the Underwriters at the offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Securities Inc. no Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at 10:00 A.M., New York City time, on May 22, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and the Attorneys-in-Fact may agree upon in writing. The time and date which of such payment for the Shares is five 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 Underwriters for the respective accounts of the several Underwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriters at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business days after day prior to the date when Closing Date. (d) Each of the Company is next required and the Selling Stockholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholders or any other person. Definitions:Additionally, none of the Underwriters are advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling 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 Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.

Purchase of the Shares by the Underwriters. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriterthe Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesagree, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto Selling Stockholder at a price per share of $9.3005 (the “Purchase Price”) the number of $20.00Underwritten Shares as set forth opposite their respective names in Schedule I hereto. In addition, the Company Selling Stockholder agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, 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, at their election up to an aggregate of 3,000,000 Option Shares from the Company the Option Shares Selling Stockholder, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 I hereto (or such number increased as set forth in Section 10 12 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 its 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 Prospectus, by written notice from the Representatives to the Selling Stockholder (with a copy to the Company) only for the purpose of covering over-allotments made in connection with the sale of the Underwritten Shares. 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 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of Payment for the Shares as soon after the effectiveness of this Agreement as shall be made by wire transfer in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition immediately available funds to the amounts required account specified by Section 2(a), the Company agrees to pay Selling Stockholder to the Representatives, in the case of the Underwritten Shares, at the offices of Cravath, Swaine & Xxxxx LLP, at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., New York City time, on May 20, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives, the Company and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters, an amount equal Underwriters of the Shares to $ [ ] multiplied by the aggregate number of Shares be purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after on the Closing Date within [ ] or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of the Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Shares shall be uncertificated and registered in such names and in such denominations as the Underwriters shall request in writing not later than two full business days after the end of each calendar quarter and shall promptly deliver such computations prior to the Representatives. In Closing Date or the event that Additional Closing Date, as the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash by wire transfer of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required to file a quarterly or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:case may be.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “‘‘Purchase Price”’’) of $20.00U.S. $ . 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 Prospectusthis Agreement, 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 issued and paid for, 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 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 issue specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentatives in the case of the Underwritten Shares, at the offices of Sidley Austin LLP at 10:00 A.M., New York City time, on February , 2007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the 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 Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 issue to the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives 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 Company. The Conditional Payment shall certificates for the Shares will be paid in full in cash made available for inspection and packaging by wire transfer the Representatives at the office of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no set forth above not later than 1:00 P.M., New York City time, on the date which is five business days after day prior to the date when Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company is next required with respect to file the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany or any other person. Definitions:Additionally, none of the Representatives or other Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.0034.075. 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 after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option SharesPrice. 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 9 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 Representative in their 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 Prospectusthis Agreement, by written notice from the Representatives 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, 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 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 9 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified thereintherein unless otherwise agreed to by the parties hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) In addition Payment for the Shares shall be made by wire transfer in immediately available funds to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable specified by the Company to the RepresentativesRepresentative in the case of the Underwritten Shares, and the closing shall be held at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M. New York City time on March 16, 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 Representative and the 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 Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the account 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 Representative for the respective accounts of the several UnderwritersUnderwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representative 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 to the Underwriters hereunder duly paid by the Company. The Conditional Payment Delivery of Shares hereunder shall be paid in full in cash by wire transfer made through the facilities of immediately available funds to a bank account designated by X.X. Xxxxxx Securities Inc. no later than the date which is five business days after the date when the Company is next required to file a quarterly or an annual report after the Capital Deployment Hurdle Rate has been met. Definitions:The Depository Trust Company.

Purchase of the Shares by the Underwriters. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Selling Stockholder at a price per share (the “Purchase Price”) of $22.1375 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $20.00hereto. In addition, the Company Selling Stockholder agrees as and to issue and sell the extent indicated in Schedule 1 hereto, to 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 Selling Stockholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares 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 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase 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 CompanyCompany 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 tenth seventh 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 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company Selling Stockholder understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company Selling Stockholder acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) In addition to the amounts required by Section 2(a), the Company agrees to pay to the Representatives, Payment for the account of the several Underwriters, an amount equal to $ [ ] multiplied by the aggregate number of Shares purchased by the Underwriters pursuant to Section 2(a) hereof (the “Conditional Payment”), if and when the Capital Deployment Hurdle Rate (as defined herein) is satisfied. The Company shall compute the Capital Deployment Hurdle for each quarterly period after the Closing Date within [ ] days after the end of each calendar quarter and shall promptly deliver such computations to the Representatives. In the event that the Capital Deployment Hurdle Rate has been met, the Conditional Payment shall become immediately payable by the Company to the Representatives, for the account of the several Underwriters. The Conditional Payment shall be paid in full in cash made by wire transfer of in immediately available funds to a bank the account designated specified by X.X. Xxxxxx Securities Inc. no the Selling Stockholder, to the Representatives in the case of the Underwritten Shares, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on June 18, 2014, or at such other time or place on the same or such other date, not later than the date which is five fifth business days after day thereafter, as the Representatives and the Selling Stockholder may agree upon in writing or, in the case of the Option Shares, on the date when and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the initial sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of 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) Each of the Company is next required and the Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to file 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 quarterly financial advisor or a fiduciary to, or an annual report after agent of, the Capital Deployment Hurdle Rate has been metCompany, the Selling Stockholder or any other person. Definitions:Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholder.