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

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. The Underwriters agree to offer the Firm Shares as set forth in the Prospectus. The Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantities.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 3,500,000 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 opposite that Underwriter’s name in Schedule 1 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 Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 525,000 additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price the number of $________ per Share, Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters agree to offer price of both the Firm Shares as set forth in and any Option Shares purchased by the ProspectusUnderwriters shall be $14.0385 per share. The Company is shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the applicable Delivery Date, except upon payment for all the Firm Shares. (b) The Company hereby grants such Shares to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite on such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesDelivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 7,500,000 Firm Shares, to the Underwriters, several Underwriters and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusUnderwriters may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 1,125,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the names of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The price of both the Firm Shares and any Option Shares shall be $23.28 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 5,000,000 shares of the Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of shares of the Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 750,000 shares of Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion Shares and is exercisable as provided in Section 4 hereof. Shares of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of shares of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantities100 share amounts. The price of both the Firm Shares and any Option Shares shall be $_____ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in and subject to the terms and conditions of this Agreement, the Company agrees to issue and sell the Firm Shares to the Underwriters, several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter’s name in Schedule 1 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 Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 9,750,000 shares of Common Stock, severally and not jointly. Such option (the “Option”) is exercisable in the event that the Underwriters sell more Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price the number of $________ per Share, Option Shares (subject to such adjustments to eliminate fractional Shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters agree to offer price of both the Firm Shares as set forth in the Prospectusand any Option Shares shall be $28.3475 per Share. The Company is shall not be obligated to deliver any Firm of the Shares to be delivered on any Delivery Date, except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall to be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite on such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesDelivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company Fund agrees to issue and sell [ ] Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of shares of the Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentative may determine. The Company is not obligated to deliver any Firm Shares except upon payment for all In addition, the Firm Shares. (b) The Company hereby Fund grants to the Underwriters an option to purchase from the Company, solely up to [ ] Option Shares. Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 5 hereof. The Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of shares of the Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representative so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantities100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[15.00] per share. The Fund shall not be obligated to deliver any of the Shares to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 12,000,000 Firm Shares to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 1,800,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the names of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 Share quantitiesamounts. The price of both the Firm Shares and any Option Shares shall be $ 6.327 per Share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as defined in Section 4 hereof), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 2,000,000 Firm Shares to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of the Firm Shares set forth appearing opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The Company is not obligated to deliver any Firm Shares except upon payment for all In addition, the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 300,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share 100 share quantities. The price of both the Firm Shares and any Option Shares shall be $ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue sell 17,500,000 Firm Shares and sell the Selling Shareholder agrees to sell, through Giant Haven, 7,500,000 Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's ’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentative may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from up to 2,625,000 Option Shares and the Company, solely Selling Shareholder grants to the Underwriters an option to purchase up to 1,125,000 Option Shares. Such options are granted for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand are exercisable as provided in Section 5 hereof. The Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representative so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantities100 share amounts. The price of both the Firm Shares and any Option Shares shall be $· per share. Neither the Company nor the Selling Shareholder shall be obligated to deliver any of the Shares to be delivered on any Delivery Date (as hereinafter defined), except upon payment to such party for all the Shares to be purchased from such party on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell the [10,000,000] Firm Shares, to the Underwriters, several Underwriters and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to [1,500,000] Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the names of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The price of both the Firm Shares and any Option Shares shall be $[ ] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees4,000,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusUnderwriters may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 600,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in and subject to the terms and conditions of this Agreement, the Company agrees to issue and sell the Firm Shares to the Underwriters, several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter’s name in Schedule 1 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 3,900,000 shares of Common Stock, severally and not jointly. Such option (the “Option”) is exercisable in the event that the Underwriters sell more Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price the number of $________ per Share, Option Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters agree to offer price of both the Firm Shares as set forth in the Prospectusand any Option Shares shall be $29.6723 per Share. The Company is shall not be obligated to deliver any Firm of the Shares to be delivered on any Delivery Date, except upon payment for all the Firm Shares. (b) The Company hereby grants Shares to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite on such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesDelivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees16,300,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's ’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 2,445,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The price of both the Firm Shares and any Option Shares shall be $[ ] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees10,000,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 1,500,000 Option Shares. Such option is granted solely for the purpose of covering over-over- allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees5,700,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 855,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the names of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantities100 share amounts. The price of both the Firm Shares and any Option Shares shall be $_____ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 8,200,000 Firm Shares to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 1,230,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. The Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The purchase price to be paid by the Underwriters for the Firm Shares and any Option Shares shall be U.S.$__.00 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as defined in Section 4), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 5,000,000 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 opposite that Underwriter’s name in Schedule 1 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 Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 750,000 additional Option Shares. Each Underwriter agrees, severally and not jointly, to purchase at a price the number of $________ per Share, Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters agree to offer price of both the Firm Shares as set forth in and any Option Shares purchased by the ProspectusUnderwriters shall be $21.74 per share; provided that the purchase price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Shares but not payable on such Option Shares. The Company is shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the applicable Delivery Date, except upon payment for all the Firm Shares. (b) The Company hereby grants such Shares to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite on such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesDelivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees10,100,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 1,515,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The price of both the Firm Shares and any Option Shares shall be $_____ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of the Firm Shares set forth opposite such that Underwriter's ’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from up to 2,109,375 Option Shares if the Company, solely for Underwriters sell more than the purpose number of covering over-allotments Firm Shares in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveoffering. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantities100 share amounts. The price of both the Firm Shares and any Option Shares shall be $17.67 per share. The Company shall not be obligated to deliver any of the Shares to be delivered by it on any Delivery Date (as hereinafter defined), except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations representations, warranties and warranties agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $________ 3.01 per Share, the number of Firm Shares set forth opposite such Underwriter's ’s name in Schedule I hereto, subject to adjustment in accordance with Section 8 of this Agreement. The Underwriters agree to offer the Firm Shares to the public as set forth in the Final Prospectus. The Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth abovein Section 2(a). Option Shares shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's ’s name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters Representative so that no Underwriter shall be obligated to purchase fractional Option Shares. No Option Shares other than in 100-Share quantitiesshall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, the Company agrees to issue and sell to the Underwriters, Underwriters the Firm Shares and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. The Underwriters agree to offer the Firm Shares to the public as set forth in the Prospectus. The Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Subject to the terms and conditions set forth herein, the Company hereby grants to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 thirty (30) days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share share quantities.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations representations, warranties and warranties covenants herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase at a price of $[________ ] per Share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I A hereto. The Underwriters agree to offer the Firm Shares as set forth in the Prospectus. The Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Companyand each Selling Stockholder, severally and not jointly, for hereby agrees to sell to the accounts Underwriters and each Underwriter agrees, severally and not jointly, to purchase at a price of $[______] per Share, the several Underwriters number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule B hereto (in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I A hereto), subject to adjustment in accordance with the terms hereof, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase fractional shares. If not all of the Option Shares other than are purchased, the Option Shares offered by the Selling Stockholder shall be purchased in 100-Share quantities.their entirety prior to the purchase of any of the Option

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell all of the Firm Shares to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, agrees to purchase from the Company the respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at a price of which such Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be $________ per Share, share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares that represents the same proportion of the total number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriter in Schedule I hereto. The Underwriters agree to offer hereto represents of the total number of shares of the Firm Shares as set forth in the Prospectus. The Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Companyby all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 2, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations agreement of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated is to purchase Option only the respective number of shares of the Firm Shares other than specified in 100-Share quantities.Schedule I.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $[________ per Share] 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 opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, solely up to [_______] Option Shares. Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantities100 share lots. The price of both the Firm Shares and any Option Shares shall be $_____ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in and subject to the terms and conditions of this Agreement, the Company agrees to issue and sell the Firm Shares to the Underwriters, several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter’s name in Schedule 1 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 6,975,000 shares of Common Stock, severally and not jointly. Such option (the “Option”) is exercisable in the event that the Underwriters sell more Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price the number of $________ per Share, Option Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters agree to offer price of both the Firm Shares as set forth in the Prospectusand any Option Shares shall be $31.00 per Share. The Company is shall not be obligated to deliver any Firm of the Shares to be delivered on any Delivery Date, except upon payment for all the Firm Shares. (b) The Company hereby grants Shares to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite on such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesDelivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company Trust agrees to issue and sell 4,000,000 Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of shares of the Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The Company is not obligated to deliver any Firm Shares except upon payment for all In addition, the Firm Shares. (b) The Company hereby Trust grants to the Underwriters an option to purchase from the Company, up to 600,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantities100 share amounts. The price of both the Firm Shares and any Option Shares shall be $21.035 per share. The Trust shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $_________ per ShareFirm Shares, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to _________ Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the names of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The price of both the Firm Shares and any Option Shares shall be $_______ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as defined below), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees10,000,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 1,500,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the names of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesshare amounts. The price of both the Firm Shares and any Option Shares shall be $10.40 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 3,500,000 Firm Shares to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase at a price of $________ per Share, the number of Firm Shares set forth opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The In addition, the Company is not obligated to deliver any Firm Shares except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to 525,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the names of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 Share quantitiesamounts. The price of both the Firm Shares and any Option Shares shall be $ _____ per Share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as defined in Section 4 hereof), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in and subject to the terms and conditions of this Agreement, the Company agrees to issue and sell the Firm Shares to the Underwriters, several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter’s name in Schedule 1 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 7,950,000 shares of Common Stock, severally and not jointly. Such option (the “Option”) is exercisable in the event that the Underwriters sell more Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase at a price the number of $________ per Share, Option Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters agree to offer price of both the Firm Shares as set forth in the Prospectusand any Option Shares shall be $55.4325 per Share. The Company is shall not be obligated to deliver any Firm of the Shares to be delivered on any Delivery Date, except upon payment for all the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth above. Option Shares shall to be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite on such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share quantitiesDelivery Date as provided herein.

Purchase of the Shares by the Underwriters. (a) Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $_________ per ShareFirm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Shares set forth appearing opposite such that Underwriter's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters agree with respect to offer the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as set forth in the ProspectusRepresentatives may determine. The Company is not obligated to deliver any Firm Shares except upon payment for all In addition, the Firm Shares. (b) The Company hereby grants to the Underwriters an option to purchase from the Company, up to _______ Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares for a period of 30 days from the date hereof at the purchase price per Share set forth aboveand is exercisable as provided in Section 4 hereof. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts account of the several Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriters in Schedule I 1 hereto, except that the . The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-Share 100 share quantities. The price of both the Firm Shares and any Option Shares shall be $____ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.