Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on , 2012, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, at a purchase price of $ $15.88 per share, that the aggregate number of Firm Offered Securities (rounded up or down, as determined to be sold by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case each of the Company and the number of Firm Securities Selling Stockholders as set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter their respective names in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. Certificates in negotiable form or direct registration system receipts or advices as evidences of ownership for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyDice Holdings, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates or direct registration system receipts or advices as evidences of ownership held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters Underwriter hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Offered Securities to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm SecuritiesCustodian, at the office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLPXxxxxxxx, 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on May 13, 20122011, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLP Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[—] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [—] Firm Securities Securities, in the case of the Company Company, and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements Custody Agreements (“Custody Agreements”) made with Xxxxxx’x Parent Company, Inc.[—], as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company [—] in the case of [—] shares of Firm Securities and the Custodian [—] in the case of [—] shares of Firm Securities, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 at 10:00 [—] A.M., New York time, on [—], 2012, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction fraction, the numerator of which is is, in the case of the Company, [—], and, in the case of the Selling Stockholders, the number of shares set forth opposite the names of such Selling Stockholders thereof in Schedule B A hereto under the caption heading “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian [—] in the case of [—] Optional Securities and [—] in the case of [—] Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $39.53990 per shareshare (the “Share Purchase Price”), that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form and/or book-entry security entitlements for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc.LLC, as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees severally and not jointly that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates or book-entry security entitlements for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable accounts specified by the Selling Stockholders to the Representatives drawn to the order of the Company at least forty-eight (48) hours in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, advance at the office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLPP.C., 000 Xxxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, XX 00000Xxxx Xxxx, XX, at 10:00 A.M.9:00 a.m., New York time, on August 19, 20122013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP P.C. at least 24 twenty-four (24) hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security Share Purchase Price to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to one time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time Time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, respective Selling Stockholder at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP. P.C. The Optional Securities being purchased on each the Optional Closing Date or evidence of their issuance will be made available for checking at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP P.C. at a reasonable time in advance of such the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ $[·] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse in their its discretion, in order to avoid fractions) obtained by multiplying [·] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent the Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder Shareholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities[·], at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 [·] A.M., New York time, on [·], 2012, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is [·] in the case of the Company and the number of shares set forth opposite the names of such Selling Stockholders Shareholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions). Such Optional Securities shall be purchased from the Company and each Selling Stockholder Shareholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.Firm

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of U.S. Firm Securities (rounded up or down, as determined by the Representatives CSFBC in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of U.S. Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of U.S. Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of U.S. Firm Securities. Certificates in negotiable form for the Offered U.S. Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyChasx Xxxxxx Xxxreholder Services, Inc., LLC as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered U.S. Securities hereunder, certificates for such Offered the U.S. Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the U.S. Firm Securities to or as instructed by the Representatives CSFBC for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of CravathDewex Xxxxxxxxxx, Swaine & Xxxxx LLP0001 Avenue of the Americas, 000 Xxxxxx XxxxxxNew Xxxx, Xxx Xxxx, XX 00000, at Xxxx 00000 xx 10:00 A.M., New York time, on , 2012[ ], or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company Custodian determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all of the Offered Securities sold pursuant to the offeringU.S. Offering and the International Offering. The certificates for the U.S. Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of CravathCredit Suisse First Boston Corporation, Swaine & Xxxxx LLP at Eleven Madixxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 0000-0000 xx least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final ProspectusProspectuses, the Underwriters may purchase all or less than all of the U.S Optional Securities at the purchase price per Security to be paid for the U.S. Firm Securities. The U.S. Optional Securities to be purchased by the Underwriters on any Optional Closing Date (as defined herein) shall be in the same proportion to all the Optional Securities to be purchased by the Underwriters and the Managers on such Optional Closing Date as the U.S. Firm Securities bear to all the Firm Securities. The Selling Stockholders agree, severally and not jointly, agree to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the aggregate number of U.S. Optional Securities specified in such notice by a fraction the numerator of which is the notice. The maximum number of shares U.S. Optional Securities which each of the Selling Stockholders agrees to sell upon exercise by the Underwriters of the over-allotment option is set forth opposite their respective names on Schedule A hereto. The number of U.S. Optional Securities which the names Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder in proportion to the respective maximum numbers of U.S. Optional Securities which each such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities Stockholder has agreed to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)sell. Such U.S. Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of U.S Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the U.S. Firm Securities. No Optional Securities shall be sold or delivered unless the U.S. Firm Securities and the International Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the U.S. Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of the Representatives Underwriters and the Managers to the Company Selling Stockholders. It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters and Managers pursuant to the terms of CSFBC's instructions to the Selling Stockholders. Each time for the delivery of and payment for the U.S. Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the U.S. Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives CSFBC for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Custodian in the case of Optional SecuritiesCustodian, at the above office of CravathDewex Xxxxxxxxxx, Swaine & Xxxxx LLP0001 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Xxe certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CravathCredit Suisse First Boston Corporation, Swaine & Xxxxx LLP at Eleven Madixxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, xx a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each of the Selling Stockholder agreeStockholders agrees, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each the several Selling StockholderStockholders, at a purchase price of $ per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number shares of Firm Securities set forth opposite the name names of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling deLaski Stockholders, the Management Stockholders (as listed in Schedule B attached hereto) and the Other Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“pursuant to the Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each such Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders it under such its Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that that, except to the extent set forth in the Custody Agreement, the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocable, irrevocable and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or or, in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company Company, the New Mountain Stockholders and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company Company, in the case of shares of the Firm Securities sold by the Company, and the Custodian Selling Stockholders, in the case of shares of the Firm SecuritiesSecurities sold by the Selling Stockholders, at the New York, New York, office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M.[·]:00 a.m., New York time, on [·] [·], 20122007, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Datein such denominations and registered in such names as Credit Suisse shall request. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase, the respective numbers of shares of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares of Optional Securities set forth opposite the names of such Selling Stockholders Stockholders, as the case may be, in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of shares of Optional Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase the Optional Securities is given. The Custodian and the New Mountain Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Custodian in the case of the Optional SecuritiesSecurities sold by the deLaski Stockholders, the Management Stockholders and the Other Stockholders and [·] in the case of shares sold by the New Mountain Stockholders, in each case at the above New York, New York office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a in such denominations and registered in such names as Credit Suisse requests upon reasonable time in advance of notice prior to such Optional Closing Date. On each Closing Date, the following actions shall be deemed to occur simultaneously, with the time of such occurrence on each Closing Date referred to as the “Closing:” (1) the issuance by the Company of Offered Securities obtained upon the exercise of Subject Options; (2) the delivery of Firm Securities or Optional Securities, as applicable; and (3) payment for the Firm Securities or Optional Securities, as applicable. The Company and the Selling Stockholders hereby confirm their engagement of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated hereby confirms its agreement with the Company and the Selling Stockholders to render services as, a “qualified independent underwriter” within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. with respect to the offering and sale of the Securities. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “Independent Underwriter.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[•] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth below the caption “Company” and opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.[ ] , as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm SecuritiesCredit Suisse, at the office of Cravath, Swaine Xxxxxxxx & Xxxxx LLP, at 000 Xxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 [•]:[•] A.M., New York City time, on [•], 20122006, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in such denominations and registered in such names as Credit Suisse requests and will be made available for checking and packaging at the above office of Cravath, Swaine Xxxxxxxx & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders Custodian from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction fraction, the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” ”, and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions). Such aggregate number of Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the Selling StockholdersStockholder. Each The time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to (a) an account at a bank selected by the Company and reasonably acceptable to the Representatives and (b) to an account at a bank selected by each Selling Stockholder and reasonably acceptable to the Representatives drawn to for Optional Securities purchased from the order of the Custodian in the case of Optional SecuritiesSelling Stockholders, at the above office of Cravath, Swaine Xxxxxxxx & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxxxxx & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeShareholder agrees, subject to Section 3(d), severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ • per shareADS, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the respective number of Firm Securities set forth opposite the name names of the Underwriters in Schedules A hereto, respectively. The Company’s obligation to deliver the Offered Securities to be sold hereunder shall include an obligation to register the Depository or its custodian in the Company’s register of members as the holder of ordinary shares. Each Selling Shareholder shall deliver title to the Ordinary Shares which it sells hereunder by executing a share transfer form in favor of the Depository, or as the Underwriters may direct, and having it delivered to the Company (or the Company’s agent) and procuring both the registration of such Selling Stockholder in Schedule B hereto, share transfer form in the case register of members of the Company and, if required, the issue of a share certificate to the transferee and, where appropriate, procuring the issue of the ADRs; and references in this Agreement to delivery of securities by the Selling Stockholder, in each case Shareholders shall be construed accordingly. (b) Executed transfer forms for the Ordinary Shares represented by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent the Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder Shareholder agrees that the shares Ordinary Shares represented by the certificates transfer forms held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. . (c) The Company will and the Custodian will deliver the Firm Securities in appropriate form to or as instructed by the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (U.S. dollars in same day) day funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company in for itself and on behalf of the Selling Shareholders, as the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securitiesmay be, at the office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxx LLP at 10:00 A.M., New York time, on [DATE], 20122005, or at such other time not later than seven full business days thereafter as the Representatives Representative, the Selling Shareholders and the Company determine, as applicable, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offeringU.S. Offering and the International Offering. The ADRs evidencing the Firm Securities so to will be delivered or evidence of their issuance in definitive form, in such denominations and registered in such names as the Representative requests. The ADRs will be made available for checking and packaging at Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or such other place designated by the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. Representative. (d) In addition, upon written notice from the Representatives Representative given to the Company and Selling Shareholders at any time on or before [DATE], 2005 (the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus“Option Notice”), the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security ADS as applicable to be paid for the corresponding Firm Securities. The Each Selling Stockholders agree, severally and not jointly, Shareholders agrees to sell to the Underwriters the respective numbers number of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders Shareholder in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Representative to eliminate fractions). Such The Optional Securities shall to be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractionsUnderwriters on any Optional Closing Date (as defined below) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company Selling Shareholders. It is understood that the Representative are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representative’ instructions to the Selling Stockholders. Shareholders. (e) Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Shareholders will cause the Custodian will to deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (U.S. dollars in the same day) day funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Custodian in on behalf of the Selling Shareholders, as the case of Optional Securitiesmay be, at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx LLPXxxx LLP at 10:00 A.M., New York time. The ADRs evidencing the Optional Securities being purchased on each will be in definitive form, in such denominations and registered in such names as the Representative shall request upon reasonable notice prior to such Optional Closing Date or evidence of their issuance Date. The ADRs will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP the Depositary or such other place designated by the Representative at a reasonable time in advance of such Optional Closing Date. (f) The documents to be delivered on a Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the Hong Kong office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or other location designated by the Representative 24 hours prior to such Closing Date or such other time designated by the Representative.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ U.S.$[·] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number respective numbers of Firm Securities set forth opposite the name names of such Selling Stockholder the Underwriters in Schedule B hereto; provided, in however, that to the case of a extent the Representatives notify the Company and the Selling Stockholder, in each case by a fraction the numerator of which is the number of Shareholders that any Firm Securities set forth opposite were sold in Canada, the name of purchase price for such Underwriter shares will be payable in Schedule A hereto and the denominator of which is the total number of Firm SecuritiesCanadian dollars at C$[·] per share. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CIBC Mellon Trust Company, Inc., as custodian (in such capacity, the “Custodian”). Each Such Selling Stockholder Shareholder agrees that the shares represented by the certificates held in custody for the such Selling Stockholders Shareholder under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Shareholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholders Shareholder hereunder shall not be terminated by operation of law, whether by the death of any individual such Selling Stockholder Shareholder (if an individual) or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual such Selling Stockholder Shareholder (if an individual) or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in U.S. Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, respective Selling Shareholders at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx XxxxxxNew York, Xxx Xxxx, XX 00000New York, at 10:00 9:00 A.M., New York time, on [·], 20122007, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringOffering. The Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking inspection at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final U.S. Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of such Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is 378,000 in the case of the Company and, in the case of a Selling Shareholder, the number of shares set forth opposite the names of such Selling Stockholders Shareholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” ”, and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each the Company and the Selling Stockholder Shareholders for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives on behalf of the Underwriters to the Company and the Selling StockholdersShareholders. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the Company and the Selling Shareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in U.S. Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in Company and the case of Optional Securitiesrespective Selling Shareholders, at the above office of Cravath, Swaine & Xxxxx LLP, New York, New York. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking inspection at the above office of Cravath, Swaine & Xxxxx LLP LLP, at a reasonable time in advance of such Optional Closing Date. As compensation for the Underwriters’ commitments, the Company and the Selling Shareholders will pay to the Representatives for the Underwriters’, or their affiliates’, proportionate accounts the sum of U.S.$[·] per share in the case of Securities sold in the United States and internationally and C$[·] per share in the case of Securities sold in Canada times the total number of Securities purchased by the Underwriters on each Closing Date. Such payment will be made on each Closing Date with respect to the Securities purchased on such Closing Date. All payments by or on account of any obligation of the Company or a Selling Shareholder to an Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Canada, any Province or Territory of Canada or any political subdivision thereof or authority or agency therein excluding any such tax imposed by reason of such Underwriter having some connection with any such jurisdiction other than its participation as an Underwriter hereunder (all such non-excluded taxes, being “Canadian Taxes”). If, however, the Company or a Selling Shareholder shall be required to deduct any Canadian Taxes from any such payment, then the Company or the Selling Shareholder (as the case may be) shall (i) increase the sum payable as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Underwriter receives an amount equal to the sum it would have received had no such deductions been made, (ii) make such deductions and (iii) pay the full amount deducted to the relevant governmental authority in accordance with applicable law As soon as practicable after any payment of Canadian Taxes by the Company or a Selling Shareholder to a governmental authority, the Company or the Selling Shareholder (as applicable) shall deliver to the Underwriter the original or a certified copy of a receipt issued by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Underwriter. The Company or a Selling Shareholder (as applicable) shall indemnify an Underwriter, within 10 days after written demand therefor, for the full amount of any Canadian Taxes paid by such Underwriter on or with respect to any payment by or on account of any obligation of the Company or the Selling Shareholders hereunder, as applicable (including Canadian Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Canadian Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate setting forth the amount of such payment or liability delivered to the Company or a Selling Shareholder (as applicable) by an Underwriter shall be conclusive absent manifest error.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $11.956950 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form and/or book-entry shares for the Offered Securities to be sold by the Additional Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) Agreements made with Xxxxxx’x Parent Continental Stock Transfer & Trust Company, Inc., as custodian (in such capacity, the “Custodian”). Each Additional Selling Stockholder agrees that the shares represented by the certificates or in book-entry form held in custody for the Additional Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Additional Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Additional Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Additional Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Additional Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company Principal Selling Stockholder and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company Principal Selling Stockholder, in the case of 3,515,416 shares of Firm Securities Securities, and the Custodian in the case of 1,701,976 shares of Firm Securities, at the office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxx LLP at 0 Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 at 10:00 A.M.9:00 a.m., New York time, on September 16, 20122019, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Delivery of the Firm Securities so to will be delivered or made through the facilities of the DTC unless the Representatives shall otherwise instruct and evidence of their issuance will be made available for checking at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders Stockholder in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Principal Selling Stockholder and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer transfers to an account accounts at a bank banks acceptable to the Representatives drawn to the order of each of the Custodian in Principal Selling Stockholder and the case of Optional SecuritiesCustodian, at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or will be made through the facilities of the DTC unless the Representatives shall otherwise instruct and evidence of their issuance will be made available for checking at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ (the initial public offering price minus gross commissions) per shareADS, that the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, (rounded up or down, as determined by the Representatives in their the discretion, in order to avoid fractions) obtained ). Executed transfer forms for the Common Shares represented by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent the Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder Shareholder agrees that the shares Common Shares represented by the certificates transfer forms held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of DTC in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in Company, as the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securitiesmay be, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 9:00 A.M., New York time, on , 2012[December 11,] 2007, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and Company, as the Selling Stockholders Custodian, from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, Shareholders agree to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company as Custodian in on behalf of the case Selling Shareholders. The Underwriters shall deduct from the amount so payable to the Company pursuant to this Section 3 all out-of-pocket expenses payable by the Company to the Underwriters under Section 5(viii) of Optional Securities, this Agreement. Such amount shall be agreed to by the Company on the one hand and the Underwriters on the other hand before any such deduction can be made. The documents to be delivered at the above office Closing Time by or on behalf of Cravaththe parties hereto pursuant to Section 7 hereof, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking delivered at the above office offices of CravathXxxxxx & Xxxxxxx LLP, Swaine & Xxxxx LLP 41st Floor, One Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx at a reasonable time in advance 8:00 p.m., Hong Kong time, on the day of such Optional the Closing DateTime.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number shares of Firm Securities set forth opposite the name names of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. Certificates in negotiable form for the Offered Securities to be sold by the each Selling Stockholders Stockholder hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) Agreement made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the such Selling Stockholders Stockholder under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trustSelling Stockholder. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company in the case of shares of the Firm Primary Securities and the Custodian in the case of shares of the Firm Securities, Secondary Securities at the office of Cravath, Swaine Akin Gump Xxxxxxx Xxxxx & Xxxxx Xxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on November 22, 20122006, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Akin Gump Xxxxxxx Xxxxx & Xxxxx Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders agree to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Custodian in the case of Optional SecuritiesCustodian, at the above office of Cravath, Swaine Akin Gump Xxxxxxx Xxxxx & Xxxxx Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Akin Gump Xxxxxxx Xxxxx & Xxxxx Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each of the Selling Stockholder agreeStockholders agrees, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each the several Selling StockholderStockholders, at a purchase price of $ $16.74 per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number shares of Firm Securities set forth opposite the name names of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling deLaski Stockholders, the Management Stockholders (as listed in Schedule B attached hereto) and the Other Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“pursuant to the Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each such Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders it under such its Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that that, except to the extent set forth in the Custody Agreement, the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocable, irrevocable and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or or, in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company Company, the Custodian and the Custodian New Mountain Stockholders will deliver the Firm Securities to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the (1) Company in the case of shares of the Firm Securities and sold by the Company, (2) the Custodian in the case of shares the Firm Securities sold by the deLaski Stockholders, the Management Stockholders and the Other Stockholders and (3) the New Mountain Representative (as defined below) in the case of Firm SecuritiesSecurities sold by the New Mountain Stockholders, in each case at the New York, New York office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M.a.m., New York time, on November 6, 20122007, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Datein such denominations and registered in such names as Credit Suisse shall request. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase, the respective numbers of shares of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares of Optional Securities set forth opposite the names of such Selling Stockholders Stockholders, as the case may be, in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of shares of Optional Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase the Optional Securities is given. The Custodian and the New Mountain Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of (1) the Custodian in the case of the Optional SecuritiesSecurities sold by the deLaski Stockholders, the Management Stockholders and the Other Stockholders and (2) the New Mountain Representative (as defined below) in the case of Optional Securities sold by the New Mountain Stockholders, in each case at the above New York, New York office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a in such denominations and registered in such names as Credit Suisse requests upon reasonable time in advance of notice prior to such Optional Closing Date. On each Closing Date, the following actions shall be deemed to occur simultaneously, with the time of such occurrence on each Closing Date referred to as the “Closing:” (1) the issuance by the Company of Offered Securities obtained upon the exercise of Subject Options; (2) the delivery of Firm Securities or Optional Securities, as applicable; and (3) payment for the Firm Securities or Optional Securities, as applicable. The Company and the Selling Stockholders hereby confirm their engagement of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated hereby confirms its agreement with the Company and the Selling Stockholders to render services as, a “qualified independent underwriter” within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. with respect to the offering and sale of the Securities. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “Independent Underwriter.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [ ] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A-III hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form or direct registration system receipts or advices as evidences of ownership for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyDice Holdings, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates or direct registration system receipts or advices as evidences of ownership held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company Dice Holdings, Inc. in the case of [ ] shares of Firm Securities and the Custodian Dice Holdings, Inc., as Custodian, in the case of [ ] shares of Firm Securities, at the office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLPXxxxxxxx, 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on [ ], 20122007, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLP Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A-III hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by each of the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian Dice Holdings, Inc. in the case of [ ] Optional Securities and Dice Holdings, Inc., as Custodian, in the case of [ ] Optional Securities, at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLPXxxxxxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLP Xxxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $_____ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholdereach case, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“separate Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyWachovia Bank, Inc.National Association, as custodian (in such capacity"CUSTODIAN"), the “Custodian”)and each Selling Stockholder individually. Each Selling Stockholder agrees that the shares Offered Securities represented by the certificates held in custody for the such Selling Stockholders Stockholder under such its respective Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocable, except as set forth in its respective Custody Agreement, and that the obligations of the such Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of each Selling Stockholder in respect of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securitiessold by such Selling Stockholder, at the office of Cravath, Swaine & Xxxxx Wilmer Cutler Pickering LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 9:00 A.M., New York time, on February __, 20120000, or at such other xx xx xxxx xxher time not later than seven full business days thereafter as the Representatives and the Company Custodian determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence will be in definitive form, in such denominations and registered in such names as the Representatives request upon written notice to the Attorneys-in-Fact for the Selling Stockholders who have executed Powers of their issuance Attorney and any other Selling Stockholders given at least 72 hours prior to the First Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx Wilmer Cutler Pickering LLP at least 24 hours prior to the First Closing DateClosixx Xxxx. In additionXx xxdition, upon written notice from the Representatives given to the Company and the Optional Selling Stockholders from time to time but on not more than two occasions and not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Optional Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities (subject to adjustment by the Representatives to eliminate fractions) obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Optional Selling Stockholders in Schedule B A hereto under the caption “"Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Optional Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Optional Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of each Optional Selling Stockholder in respect of the Custodian in the case of Optional SecuritiesSecurities sold by such Optional Selling Stockholder, at the above office of Cravath, Swaine & Xxxxx Wilmer Cutler Pickering LLP. The certificates for the Optional Securities being purchased on Securitxxx xxxxx xxxxxxxxx xx each Optional Closing Date or evidence will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable written notice to the Attorneys-in-Fact for the Optional Selling Stockholders who have executed Powers of their issuance Attorney and any other Selling Stockholders prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx Wilmer Cutler Pickering LLP at a reasonable time in advance of such Optional Closing DateOpxxxxxx Xxxxxxx Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter agreesof the Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $35.67 per share, that number of Firm Offered Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Offered Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Offered Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Offered Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. This paragraph shall not apply to the Onex Selling Stockholders or to Offered Securities owned by any Onex Selling Stockholders. The Company Onex Selling Stockholders and the Custodian will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives each Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives each Underwriter drawn to the order of the Company Spirit AeroSystems Holdings, Inc., as Custodian, in the case of 145,517 shares of Firm Securities and the Custodian Offered Securities, Onex Partners LP, in the case of 4,722,828 shares of Firm Offered Securities, OAH Wind LLC, in the case of 2,233,180 shares of Offered Securities, Wind XX XX LLC, in the case of 137,646 shares of Offered Securities, Onex US Principals LP, in the case of 48,155 shares of Offered Securities and Onex Spirit Co-Invest LP, in the case of 1,269,829 shares of Offered Securities at the office of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M.9:00 a.m., New York time, on August 13, 20122014, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation ("CSFBC") in their its discretion, in order to avoid fractions) obtained by multiplying 4,000,000 Firm Securities in the case of the Company and Company, or the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, hereto in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form and/or the relevant Stock Options for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, custody for delivery under this Agreement, Agreement with the Custodian under custody agreements (“the Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates and, if applicable, the Stock Options of such Selling Stockholders, held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunderhereunder or, if applicable, the exercise of the Stock Options, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and, if applicable, the Stock Options shall be exercised by the Attorney, as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of Cravath, Swaine Shearman & Xxxxx LLPSterling, 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, 00000 at 10:00 9:00 A.M., New York time, on , 20122001, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Cravath, Swaine Shearman & Xxxxx LLP Sterling at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “"Maximum Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine Shearman & Xxxxx LLPSterling. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine Shearman & Xxxxx LLP Sterling at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[•] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates Option exercise notices and/or certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyWachovia Bank, Inc.N.A., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the option exercise notices and the shares represented by the certificates (including shares issuable upon exercise of options pursuant to such option exercise notices) held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in Custodian, for the case account of shares each of Firm Securities and the Custodian in the case of shares of Firm SecuritiesSelling Stockholders, at the office of Cravath, Swaine & Xxxxx Mxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on June [•], 20122005, or at such other time not later than seven full business days thereafter as the Representatives and the Company Custodian determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx Mxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of [•], for the Custodian in account of each of the case of Optional Securities, Selling Stockholders at the above office of Cravath, Swaine & Xxxxx Mxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx Mxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling Stockholder, at a purchase price of $ $_ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite below the name of such caption "Company" or "Selling Stockholder in Schedule B hereto, in Stockholder," as the case of a Selling Stockholdermay be, in each case by a fraction the numerator of which is the number of Firm Securities set forth and opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Stockholder hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“a Custody Agreements”) Agreement made with Xxxxxx’x Parent Company, Inc.__________, as custodian (in such capacity, the “"Custodian”"). Each The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Stockholder under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual the Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual the Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of CravathWeil, Swaine Gotshal & Mangxx XXX, 767 Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000Xxx Xxxx, at xx 10:00 A.M., New York time, on _, 20121998, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”. ." For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of CravathWeil, Swaine Gotshal & Xxxxx LLP Mangxx XXX, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders Stockholder agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities shares specified in such notice by a fraction the numerator of which is in the number case of shares set forth opposite the names Company and in the case of such the Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” Stockholder and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions). Such Optional Securities shall be purchased from each the Company and the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing DateStockholder.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Initial Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation ("CSFBC") and Deutsche Bank Securities, Inc. ("Deutsche Bank") in their its discretion, in order to avoid fractions) obtained by multiplying 5,000,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Initial Selling Stockholder in Schedule A or Schedule B (as applicable) hereto, in the case of a an Initial Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A C hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc., as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives CSFBC and Deutsche Bank drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on , 2012, or at such other time not later than seven full business days thereafter as the Representatives CSFBC, Deutsche Bank and the Company determine, such time being herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering". The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC and Deutsche Bank request and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC and Deutsche Bank given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Optional Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A or Schedule B (as applicable) hereto under the caption “"Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFBC and Deutsche Bank to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC and Deutsche Bank to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC and Deutsche Bank to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC and Deutsche Bank but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC and Deutsche Bank drawn to the order of in the Custodian case of Optional Securities and in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLPoffice. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC and Deutsche Bank request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine Xxxxxx & Xxxxx LLP Xxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives CSFBC in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Firm Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyChaseMellon Shareholder Services, Inc.L.L.C., as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Firm Securities hereunder, certificates for such Offered the Firm Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of CravathDewex Xxxxxxxxxx, Swaine & Xxxxx LLP0001 Avenue of the Americas, 000 Xxxxxx XxxxxxNew Xxxx, Xxx Xxxx, XX 00000, at Xxxx 00000 xx 10:00 A.M., New York time, on September [ ], 20121997, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company Custodian determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.,

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives CSFBC and Bear, Xxxxxxx & Co., Inc. ("BSCI") in their discretion, in order to avoid fractions) obtained by multiplying [ ] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.LaSalle Bank National Association, as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other eventevent or, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of CSFBC and BSCI and specified by the Company in writing and by each of the case of shares of Firm Securities and the Custodian Selling Stockholders as set forth in the case of shares of Firm Securities, Custody Agreement executed by such Selling Stockholders at the office of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000Xxxxxxx, at 10:00 [ ] A.M., New York time, on [ ], 20122002, or at such other time not later than seven full business days thereafter as the Representatives CSFBC, BSCI and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC and BSCI request and will be made available for checking and packaging at the above office of Cravaththe Transfer Agent and Registrar for the Securities in New York, Swaine & Xxxxx LLP New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC and BSCI given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “"Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFBC and BSCI to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC and BSCI to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC and BSCI to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC and BSCI but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativesoffice of Xxxxxx Xxxxxx & Xxxxxxx, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC and BSCI and specified by the Representatives drawn to the order Company in writing and by each of the Custodian Selling Stockholders as set forth in the case of Optional Securities, Custody Agreement executed by such Selling Stockholders at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.Xxxxxx

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation ("CSFBC") in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.Mellon Investor Services LLC, as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such the Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on , 2012, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “"Number of Optional Securities to be To Be Sold” " and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation (“CSFBC”) and Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.Mellon Investor Services LLC, as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC and Xxxxxx Xxxxxxx drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm SecuritiesCustodian, at the office of CravathKing & Spalding, Swaine & Xxxxx LLPAtlanta, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000Georgia, at 10:00 9:00 A.M., New York time, on , 20122002, or at such other time not later than seven full business days thereafter as the Representatives CSFBC, Xxxxxx Xxxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC and Xxxxxx Xxxxxxx request and will be made available for checking and packaging at the above office of Cravath, Swaine King & Xxxxx LLP Spalding at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC and Xxxxxx Xxxxxxx given to the Company and the Selling Stockholders Xxxxxxxxxx from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC and Xxxxxx Xxxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. Such Optional Securities shall be purchased in the following manner: (i) the first 13,000 Optional Securities specified collectively in one or more notice or notices shall be purchased from Xxxxxxxxxx, and (ii) to the extent that the notice or notices collectively specify that more than 13,000 Optional Securities shall be purchased, all Optional Securities in excess of 13,000 shall be purchased from the Company. Xxxxxxxxxx and the Company agree to sell to the Underwriters the number of Optional Securities specified in such notice or notices. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC and Xxxxxx Xxxxxxx to the Company Xxxxxxxxxx and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives CSFBC and Xxxxxx Xxxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian and the Company, as applicable, will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC and Xxxxxx Xxxxxxx drawn to the order of the Custodian in or the case of Optional SecuritiesCompany, as applicable, at the above office of Cravath, Swaine King & Xxxxx LLPSpalding. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC and Xxxxxx Xxxxxxx request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine King & Xxxxx LLP Spalding at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ _________ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation ("CSFB") in their its discretion, in order to avoid fractions) obtained by multiplying _______________ Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.The Bank of New York, as custodian (in such capacity, the “Custodian”"CUSTODIAN"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to at the Representatives office of Xxxxx, Xxxxx & Xxxxx, against payment of the purchase price in Federal (funds available on the same day) funds day by official bank check or checks or wire transfer to an the account of the Company and the Custodian at a bank designated by the Company and the Custodian, respectively, and in each case reasonably acceptable to the Representatives CSFB or by certified or cashier's bank check (in Federal Reserve funds) drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm SecuritiesCustodian, as applicable, at the office of CravathXxxxx, Swaine Xxxxx & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., a.m. New York time, on the fourth business day, 2012if permitted under Rule 15c6-1 under the Exchange Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 9 hereof) following the date the Registration Statement is declared effective by the Commission (or, if the Company has elected to rely on Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of this Agreement) or at such other time not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering"FIRST CLOSING DATE". The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP CSFB at least 24 hours prior to the First Closing Date; provided that CSFB shall use its reasonable best efforts to provide such denominations and names at least 48 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the attorneys-in-fact set forth in the Power of Attorney of the Selling Stockholders (the "Attorneys-in-Fact") from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Controlling Selling Stockholders agree, severally and not jointly, agree to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each the Controlling Selling Stockholder Stockholders for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholdersAttorneys-in-Fact. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver manner of payment for and delivery of the Optional Securities shall be the same as the Firm Securities as specified above. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each such Optional Closing Date or evidence of their issuance and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP CSFB at a reasonable time least 24 hours in advance of such Optional Closing Date; provided that CSFB shall use its reasonable best efforts to provide such denominations and names at least 48 hours prior to the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to issue and sell and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $67.1725 per shareshare (the “Share Purchase Price”), that number of Firm Securities (rounded up or down, as may be determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 1,954,852 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form Book-entry security entitlements for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc.LLC, as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees severally and not jointly that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates or book-entry security entitlements for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable accounts specified by the Company and the Selling Stockholders to the Representatives drawn to the order of the Company at least forty-eight (48) hours in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, advance at the office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLPP.C., 000 Xxxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, XX 00000Xxxx Xxxx, XX, at 10:00 A.M.9:00 a.m., New York time, on June 23, 20122017, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP P.C. at least 24 twenty-four (24) hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security Share Purchase Price to be paid for the Firm Securities. The Selling Stockholders agree, severally Company agrees to issue and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)notice. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to one time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time Time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, Company at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP. P.C. The Optional Securities being purchased on each the Optional Closing Date or evidence of their issuance will be made available for checking at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP P.C. at a reasonable time in advance of such the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeShareholder agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ $[ ] per shareADS (the “Purchase Price”), that number of Firm Securities (rounded up or down, subject to such adjustments to eliminate fractional shares as determined the Representatives may determine) that bears the same proportion to the number of Firm Securities to be sold by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and Selling Shareholders as the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth A hereto opposite the name of such Underwriter in Schedule A hereto and the denominator of which is bears to the total number of Firm Securities. Certificates in negotiable form Executed transfer forms for the Offered Shares represented by the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”)Agreement. Each Selling Stockholder Shareholder agrees that the shares Offered Shares represented by the certificates transfer forms held in custody for the Selling Stockholders Shareholders under such the Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in (as Custodian for the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Selling Shareholders) at 10:00 A.M., New York City time, on [ ], 20122014, or at such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Custodian may determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm SecuritiesADS. The Selling Stockholders agree, severally and not jointly, Shareholders agree to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company (as Custodian in for the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing DateSelling Shareholders).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, at a purchase price of $ $17.67 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Offered Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, A hereto which in the case of a Selling Stockholder, in each case by a fraction the numerator of which is aggregate shall equal the number of Firm Offered Securities set forth opposite the name of such the Underwriter in Schedule A hereto and the denominator of which is the total number of Firm SecuritiesB hereto. Certificates Shares in negotiable book-entry form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyLaSalle Bank, Inc.N.A., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates in book-entry form held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters Underwriter hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other eventevent or, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates shares in book-entry form for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Offered Securities to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order Underwriter and specified by each of the Company Selling Stockholders as set forth in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, Custody Agreement executed by such Selling Stockholders at the office of Cravath, Swaine O’Melveny & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 9:00 A.M., New York time, on November 12, 20122004, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company Custodian determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm certificates or shares, as applicable, for the Offered Securities so to be delivered will be in definitive or evidence of their issuance book-entry form, as applicable, in such denominations and registered in such names as the Underwriter requests and will be made available for checking and packaging at the above office of Cravaththe Transfer Agent and Registrar for the Securities in New York, Swaine & Xxxxx LLP New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[•] per shareshare (the “Share Purchase Price”), that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [•] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form and/or book-entry security entitlements for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc.LLC, as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees severally and not jointly that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates or book-entry security entitlements for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLPP.C., 000 Xxxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, XX 00000Xxxx Xxxx, XX, at 10:00 A.M.[•] [a/p].m., New York time, on [•], 20122013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP P.C. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security Share Purchase Price to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to one time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time Time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian respective Selling Stockholder in the case of Optional Securities, at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP. P.C. The Optional Securities being purchased on each the Optional Closing Date or evidence of their issuance will be made available for checking at the above office of CravathXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, Swaine & Xxxxx LLP P.C. at a reasonable time in advance of such the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or downdown to the nearest whole number, as determined by the Representatives X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc. in their discretion, in order to avoid fractions) obtained by multiplying [ ] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in on Schedule B II hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) Agreements made with Xxxxxx’x Parent EquiServe Trust Company, Inc.N.A., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn made to the order of the Company Company, in the case of [ ] shares of Firm Securities Securities, and to the Custodian order of [ ] in the case of [ ] shares of Firm Securities, at the office of Cravath, Swaine Xxxxxxxx & Xxxxx Xxxxxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx 0000 Xxxxxxxxxxx Xxxx, XX 00000Xxxx Xxxx, Xxxxxxxxxx, at 10:00 7:00 A.M., New York California time, on [ ], 2012, 2005 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, determine (such time being bring herein referred to as the “First Closing Date”). For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office offices of Cravath, Swaine Xxxxxxxx & Xxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B II hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, Securities (being herein referred to as an “Optional Closing Date”), which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn made to the order of the Custodian in the case of Optional Securities[ ], at the above office of Cravath, Swaine Xxxxxxxx & Xxxxx Xxxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine Xxxxxxxx & Xxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each such Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse in their its discretion, in order to avoid fractions) obtained by multiplying [ ] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, hereto under the caption “Number of Firm Securities to be Sold,” in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the such Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“a Custody Agreements”) Agreement made with Xxxxxx’x Parent Registrar and Transfer Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for such Selling Stockholder under the Selling Stockholders under such applicable Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual such Selling Stockholder (if an individual) or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, the applicable Selling Stockholder agrees that the certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment by the Underwriters of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company [ ] in the case of [ ] shares of Firm Securities and the Custodian [ ] in the case of [ ] shares of Firm Securities, at the office of CravathSkadden, Swaine Arps, Arps, Slate, Xxxxxxx & Xxxx LLP located at 000 Xxxxx LLP, 000 Xxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000, at 10:00 [ ] A.M., New York time, on , 2012[ ], or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of CravathSkadden, Swaine Arps, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Each Selling Stockholders agreeStockholder agrees, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders Stockholder in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the each Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesCredit Suisse, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Custodian [ ] in the case of [ ] Optional Securities and [ ] in the case of [ ] Optional Securities, at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriterthe several Underwriters the respective number of Firm Securities set forth opposite its name in Schedule B hereto, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the respective number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm SecuritiesB hereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.Banco Popular de Puerto Rico, as custodian (in such capacity, the “Custodian”). Each Selling Stockholder Shareholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian (on behalf of the Selling Shareholders) will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, respective Selling Shareholders at the office of Cravath, Swaine & Xxxxx Xxxxx, LLP, 000 Xxxxxx XxxxxxXxx, Xxx Xxxx, XX 00000, 00000 at 10:00 A.M.9:00 a.m., New York time, on [ ], 2012, 2007 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking inspection at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders agree, severally and not jointly, Shareholders agree to sell to the Underwriters the respective numbers number of Optional Securities obtained by multiplying the number shares of Optional Securities specified in such notice by notice, up to a fraction maximum of [ ] shares of Optional Securities, in the numerator case of which is the Company and up to a maximum number of shares Optional Securities set forth opposite the names of such Selling Stockholders its name in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” ”, in the case of each Selling Shareholder, and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. The Selling Shareholders agree, severally and not jointly, to sell to the Underwriters such number of shares of Optional Securities obtained by multiplying the number of Optional Securities to be sold by the Selling Shareholders specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities to be sold by the Selling Shareholders (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time up to time two times and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian (on behalf of the Selling Shareholders) will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Custodian in the case of Optional SecuritiesCompany , at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking inspection at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent the Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian (on behalf of the Selling Stockholders) will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of shares of the Firm Securities sold by the Company, and the Company, as Custodian for the Selling Stockholders, in the case of shares of the Firm SecuritiesSecurities sold by the Selling Stockholders, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on , 20122009, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not earlier than two business days and not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment by the Underwriters of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, as Custodian in for the case of Optional SecuritiesSelling Stockholders, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeShareholder agrees, severally and not jointly, to sell to each Underwriterthe several Underwriters the respective number of Firm Securities set forth opposite its name in Schedule B hereto, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ $17.331 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the respective number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm SecuritiesB hereto. Certificates in negotiable form or book-entry form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder (or shares of Class A common stock to be converted into such Offered Securities) have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.Banco Popular de Puerto Rico, as custodian (in such capacity, the “Custodian”). Each Selling Stockholder Shareholder agrees that the shares represented by the certificates or book-entry notation held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates or book-entry notation for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and Custodian (on behalf of the Custodian Selling Shareholders) will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives Representative drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, respective Selling Shareholders at the office of Cravath, Swaine & Xxxxx Mxxxx, LLP, 000 800 Xxxxxx XxxxxxXxx, Xxx Xxxx, XX 00000, 00000 at 10:00 A.M.9:00 a.m., New York time, on May 22, 2012, 2013 or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be so delivered or evidence of their issuance will be made available for checking inspection at the above office of Cravath, Swaine & Xxxxx Mxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Each Selling Stockholders Shareholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice, up to a maximum number of Optional Securities set forth opposite its name in Schedule A hereto under the caption “Additional Shares to be Sold Assuming Full Exercise of Over-Allotment Option”, and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. The Selling Shareholders agree, severally and not jointly, to sell to the Underwriters such number of shares of Optional Securities obtained by multiplying the number of Optional Securities to be sold by the Selling Shareholders specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule A hereto under the caption “Additional Shares to be Sold Assuming Full Exercise of Over-Allotment Option” and the denominator of which is the total number of Optional Securities to be sold by the Selling Shareholders (subject to adjustment by the Representative to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time up to time two times and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian (on behalf of the Selling Shareholders) will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives Representative drawn to the order of the Custodian in the case of Optional SecuritiesCustodian, at the above office of Cravath, Swaine & Xxxxx Mxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking inspection at the above office of Cravath, Swaine & Xxxxx Mxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ $[—] per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number shares of Firm Securities set forth opposite the name names of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter Underwriters in Schedule A hereto hereto; provided however, that the purchase price shall be the public offering price per share (excluding underwriting discounts and commissions) set forth on the denominator cover of which is the Final Prospectus with respect to the Management Securities. The number of Management Securities to be purchased by each Underwriter shall be the same percentage of the total number of Firm Securities. Certificates in negotiable form for shares of the Offered Management Securities to be sold purchased by the Selling Stockholders hereunder have been placed several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as you in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”)your absolute discretion shall make solely to eliminate any fractional shares. Each Selling Stockholder agrees It is understood and agreed that the shares represented by Management Securities will initially be reserved for offer and sale to the certificates held in custody for Management Purchasers upon the Selling Stockholders under such Custody Agreements are terms and subject to the interests conditions set forth in this Agreement and the Final Prospectus. Any Management Securities that are not orally confirmed for purchase by the Management Purchaser by the end of the business day on which this Agreement is executed or other such time established by the Underwriters hereundermay be offered to the public by the Underwriters as part of the public offering contemplated hereby; provided, however, that the arrangements made upon commencement of allocation of Management Securities, such Management Securities are deemed to have been confirmed for purchase by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or terminationManagement Purchaser. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriters drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, New Media Investment Group Inc. at the office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 [—] A.M., New York time, on [—], 20122015, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Underwriters given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Selling Stockholders Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriters to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Underwriters against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriters drawn to the order of the Custodian in the case of Optional SecuritiesNew Media Investment Group Inc., at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 1,135,231 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the each Selling Stockholders Stockholder hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyComputershare, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for such Selling Stockholder under the Selling Stockholders under such applicable Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company will deliver the Firm Securities to be sold by the Company and the Custodian will deliver the Firm Securities to be sold by the Selling Stockholders to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of 1,135,231 shares of Firm Securities and to the Custodian in the case of shares of 2,364,769 Firm Securities, at the office of Cravath, Swaine & Xxxxx Sidley Austin LLP, 000 Xxxxxx Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxXxxxxxx, XX Xxxxxxxxxx 00000, at 10:00 9:00 A.M., New York time, on , 20122008, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx Sidley Austin LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not less than one nor later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will shall deliver the Optional Securities being purchased sold by the Selling Stockholders on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional SecuritiesCustodian, at the above office of Cravath, Swaine & Xxxxx Sidley Austin LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx Sidley Austin LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [ ] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a the Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm SecuritiesSecurities plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. Certificates in negotiable form for American Stock Transfer & Trust Company shall act as custodian (the Offered “Custodian”) of the Resale Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this pursuant to the Power of Attorney and Custody Agreement, under custody agreements . (“Custody Agreements”b) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such the Power of Attorney and Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. . (c) The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to accounts specified by the Representatives drawn to the order of the Company Company, in the case of shares of Firm Securities the Base Securities, and by the Custodian Custodian, in the case of shares of Firm Securities, the Resale Securities at the office of CravathXxxxxxxx Chance US LLP (“Xxxxxxxx Chance”), Swaine & Xxxxx LLP, 000 Xxxxxx 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on , 20122006, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP Xxxxxxxx Chance at least 24 hours prior to the First Closing Date. . (d) In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Selling Stockholders Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Company. (e) Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to specified by the Representatives drawn to the order of the Custodian in the case of Optional SecuritiesCompany, at the above office of Cravath, Swaine & Xxxxx LLPXxxxxxxx Chance. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP Xxxxxxxx Chance at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. B. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyNetScout Systems, Inc., as custodian (in such capacity, the “Custodian”"CUSTODIAN"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representatives office of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to designated by the Representatives Company drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm SecuritiesNetScout Systems, Inc., at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 9:30 A.M., New York time, on August , 20121999, or at such other time not later than seven full business days thereafter as the Representatives Deutsche Banc Alex. Xxxxx ("DEUTSCHE BANC") and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, as amended, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Deutsche Banc requests and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP such location as Deutsche Banc shall reasonably request at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Deutsche Banc given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “"Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Deutsche Banc to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives Deutsche Banc to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Deutsche Banc to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if anyapplicable, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives Deutsche Banc but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativesoffice of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to designated by the Representatives Custodian drawn to the order of the Custodian Custodian, for the account of the Selling Stockholders, in the case of the Optional Securities, at Securities sold by the above office of Cravath, Swaine & Xxxxx LLPSelling Stockholders. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Deutsche Banc requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP such location as Deutsche Banc shall reasonably request at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation ("CSFBC") and Deutsche Banc Alex. Xxxxx Inc. ("Deutsche Banc") in their discretion, in order to avoid fractions) obtained by multiplying 200,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc., as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives CSFBC and Deutsche Banc drawn to the order of the Company in the case of 200,000 shares of Firm Securities and drawn to the order of the Custodian in the case of 3,332,591 shares of Firm Securities, at the office of Cravath, Swaine Xxxxxx & Xxxxx LLPXxxxxxx, 000 Xxxx Xxxxxx XxxxxxXxxxx, Xxx Xxxxx 0000, Xxxxx Xxxx, XX Xxxxxxxxxx 00000, at 10:00 A.M.a.m., New York time, on , 2012, or at such other time not later than seven full business days thereafter as the Representatives CSFBC, Deutsche Banc and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC and Deutsche Banc request and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC and Deutsche Banc given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Optional Security to be paid for the Firm Securities. The Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is 30,000 in the case of the Company, and the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “"Number of Optional Securities to be Sold” " in the case of the Selling Stockholders, and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFBC and Deutsche Banc to eliminate fractions). Such Optional Securities shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC and Deutsche Banc to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC and Deutsche Banc to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC and Deutsche Banc but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC and Deutsche Banc drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLPoffice. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC and Deutsche Banc request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine Xxxxxx & Xxxxx LLP Xxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston LLC (“CSFB”) and Bear, Xxxxxxx & Co. Inc. (“BSCI”) in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent CompanyLaSalle Bank, Inc.N.A., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other eventevent or, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order CSFB and BSCI and specified by each of the Company Selling Stockholders as set forth in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, Custody Agreement executed by such Selling Stockholders at the office of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 9:00 A.M., New York time, on June , 20122003, or at such other time not later than seven full business days thereafter as the Representatives CSFB, BSCI and the Company Custodian determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and BSCI request and will be made available for checking and packaging at the above office of Cravaththe Transfer Agent and Registrar for the Securities in New York, Swaine & Xxxxx LLP New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB and BSCI given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFB and BSCI to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFB and BSCI to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB and BSCI to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives CSFB and BSCI but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativesoffice of Xxxxxx Xxxxxx & Xxxxxxx LLP, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to CSFB and BSCI and specified by the Representatives drawn to the order Company in writing and by each of the Custodian Selling Stockholders as set forth in the case of Optional Securities, Custody Agreement executed by such Selling Stockholders at the above office of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and BSCI request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravaththe Transfer Agent and Registrar for the Securities in New York, Swaine & Xxxxx LLP New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for and/or book-entry credits collectively representing the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc.LLC, as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates or book-entry credits, as applicable, held in custody for the such Selling Stockholders Stockholder under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocableirrevocable except to the extent specifically provided therein, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price in Federal United States federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP, located at 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 A.M., New York time, on , 2012, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at Securities, provided that the purchase price per Security to share of Optional Securities shall be paid for reduced from the purchase price per share of the Firm Securities by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesCredit Suisse, against payment of the purchase price therefor therefore in Federal United States federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Custodian in the case of Optional Securities, Securities at the above office of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation ("CSFBC") in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.U.S. Stock Transfer & Trust Corporation, as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such the Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of CravathKing & Spalding, Swaine & Xxxxx LLPAtlanta, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000Georgia, at 10:00 9:00 A.M., New York time, on , 2012, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company Custodian determine, such time being herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering". The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Cravath, Swaine King & Xxxxx LLP Spalding at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 calendar days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “"Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine King & Xxxxx LLPSpalding. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine King & Xxxxx LLP Spalding at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Lead Placement Agent and the Placement Agents, acting as lead placement agent and placement agents, respectively, for the Company in connection with the issuance and sale of the Offered Securities, agrees to use their respective reasonable best efforts to solicit offers to purchase Offered Securities from the Company. In acting under this Agreement and in connection with the sale of any Offered Securities, the Lead Placement Agent and each other Placement Agent each are acting solely as an agent of the Company and do not assume any obligation towards, or relationship of agency or trust with, any Investor. Neither the Lead Placement Agent nor any other Placement Agent shall have any liability to the Company if any Investor's offer to purchase shares of Offered Securities solicited by the Lead Placement Agent or any other Placement Agent and accepted by the Company is not consummated for any reason. For avoidance of doubt, the Company and the Placement Agents agree that neither the Lead Placement Agent nor any other Placement Agent shall have any obligation whatsoever to purchase any Offered Securities and that neither the Lead Placement Agent nor any other Placement Agent is acting as an underwriter of this offering of Offered Securities. If the Company shall default in its obligations to deliver Offered Securities to any Investor whose offer it has accepted, the Company shall hold the Placement Agents harmless against any loss, claim, damage or liability from or as a result of such default and shall, in particular, pay to the Placement Agents the commissions that they would have received had the sale to such Investor(s) been consummated. Concurrently with the execution and delivery of this Agreement, the Company, the Lead Placement Agent, each Selling Stockholder agreeother Placement Agent and Xxxxx Fargo Bank Minnesota, severally and not jointlyNational Association, as escrow agent (the "ESCROW AGENT"), shall enter into an Escrow Agreement in substantially the form attached hereto as Exhibit A (the "ESCROW AGREEMENT"), pursuant to which an escrow account will be established at the Company's expense, for the benefit of the Investors (the "ESCROW ACCOUNT"). Prior to the Closing Date, (i) each of the Investors will deposit in the Escrow Account an amount equal to $[___] per Offered Security multiplied by the number of Offered Securities that the Company has agreed to sell to each Underwriter, such Investor and each Underwriter agrees, severally and not jointly, to purchase from (ii) the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of Escrow Agent will notify the Company and the number of Firm Securities set forth opposite Placement Agent whether the name of such Selling Stockholder in Schedule B hereto, Investors have deposited in the case of a Selling Stockholder, Escrow Account funds in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject an aggregate amount equal to the interests proceeds of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations sale of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery all of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by (the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination"REQUISITE FUNDS"). The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M.At [____] a.m., New York time, on [____], 20122001, or at such other time not later than seven full business days thereafter as the Representatives Jefferies and the Company determine, determine but in no event prior to the date on which the Escrow Agent shall have received less than all of the Requisite Funds (such time being herein referred to as the “First Closing Date”"CLOSING DATE"), the Escrow Agent shall release the Requisite Funds from the Escrow Account for collection by the Company and the Placement Agents as provided in the Escrow Agreement and the Company shall deliver the Offered Securities to the accounts of the Investors, which delivery may be made through the facilities of The Depositary Trust Company. The closing shall take place at the office of Skadden, Arps, Slate, Meager & Xxxx LLP, 0000 Xxxxx, Suite 4400, Houston, Texas 77002. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm certificates for the Offered Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Investors request and will be made available for checking and packaging at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at least 24 hours prior to the First Closing Date. In additionAs compensation for the Lead Placement Agent's and each other Placement Agent's efforts and obligations hereunder, upon written notice from the Representatives given Company will pay to the Company Lead Placement Agent and the Selling Stockholders from time each other Placement Agent commissions equal to: (a) with respect to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid commissions for the Firm Securities. The Selling Stockholders agreeLead Placement Agent, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is $[___]/1/ per Offered Security times the total number of Optional Offered Securities (subject for which offers to adjustment purchase have been made and adequate funds have been validly deposited in the Escrow Account by any Investor who was solicited by the Representatives Lead Placement Agent and is listed on a schedule provided by the Lead Placement Agent to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder the Escrow Agent pursuant to Section 4 of the Escrow Agreement, and which offers have been accepted by the Company, and (b) with respect to commissions for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to any other Placement Agent, $[___]/2/ per Offered Security times the total number of Firm Offered Securities (subject for which offers to adjustment purchase have been made and adequate funds have been validly deposited in the Escrow Account by any Investor who was solicited by such Placement Agent and who is listed on a schedule provided by such Placement Agent to the Escrow Agent pursuant to Section 4 of the Escrow Agreement, and which offers have been accepted by the Representatives to eliminate fractions) Company. For avoidance of doubt, in the event that between the date of this Agreement and may be purchased the Closing Date, one or more Investors solicited by the Underwriters only Lead Placement Agent or one or more Placement Agents fails to deposit funds in the Escrow Account for the purpose number of covering over-allotments made Offered Securities that such Investor had offered to purchase, then the Lead Placement and each other Placement Agent shall be entitled to solicit offers to purchase Offered Securities from additional Investors and be compensated for such solicitation in connection accordance with the sale foregoing subsection (a) or (b), as applicable. In addition to the foregoing and as additional compensation to the Lead Placement Agent for its services and obligations hereunder as such, the Company will pay to the Lead Placement Agent an additional commission in the amount of $[____]/3/. Such payments will be made by the Company on the Closing Date or upon such other date as set forth in the Escrow Agreement that the funds deposited in the Escrow Account are returned to the Investors without a closing hereunder. ------------- /1/ Will equal 5% of the Firm Securitiesper share price to Investor. No Optional Securities shall Assuming a $5.00 per share price, this amount will be sold or delivered unless $.25 per Offered Security. /2/ Will equal 5% of the Firm Securities previously have beenper share price to Investor. Assuming a $5.00 per share price, or simultaneously are, sold and deliveredthis amount will be $.25 per Offered Security. The right to purchase /3/ Will equal 2% of the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives gross proceeds to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Datethis offering.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, at a purchase price of $ 10.04 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Offered Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the each Selling Stockholders Stockholder under such Custody Agreements are subject to the interests of the Underwriters Underwriter hereunder, that the arrangements made by the each Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the each Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Offered Securities to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives Underwriter drawn to the order of the Company Evercore Capital Partnership Clearing in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securitiesaggregate amount set forth on Schedule A, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, the Company at 10:00 9:00 A.M., New York time, on August 13, 20122003, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company Selling Stockholders determine, such time being herein referred to as the “First "Closing Date”. ." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm certificates for the Offered Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriter requests and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP the Company at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ [ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 7,000,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custodycustody under a custody agreement (the “Custody Agreement”), for delivery under this Agreement, under custody agreements (“Custody Agreements”) made with Xxxxxx’x Parent Computershare Trust Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for such Selling Stockholder under the Custody Agreement executed and delivered by such Selling Stockholders under such Custody Agreements Stockholder are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. Each Selling Stockholder (other than Wayzata Opportunities Fund, LLC) has duly and irrevocably executed and delivered a power of attorney (the “Power of Attorney”) appointing Xxxxxxx X. Xxxxxx as attorney-in-fact (the “Attorney-in-Fact”), with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement on such Selling Stockholder’s behalf and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of such Selling Stockholder. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of 7,000,000 shares of Firm Securities and to the Custodian in the case of shares of Firm Securities, at the office of CravathXxxxxx & Xxxxxxx LLP in Houston, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000Texas, at 10:00 [ ] A.M., New York time, on [ ], 20122010, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, Company agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian Company in the case of up to 1,725,000 Optional Securities, at the above office of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and contained herein, but subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [ ] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form or security entitlements for the Offered Securities to be sold by the Selling Stockholders hereunder hereunder, irrevocable option exercise notices relating to Shares issuable upon exercise of options, and/or warrants and warrant notices of exercise have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc.[ ], as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates certificates, security entitlements–irrevocable option exercise notices and/or warrants and warrant notices of exercise held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for certificates, security entitlements, irrevocable option exercise notices and/or warrants and warrant notices of exercise relating to such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment by the Underwriters of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company [ ] in the case of [ ] shares of Firm Securities and the Custodian [ ] in the case of [ ] shares of Firm Securities, at the office of CravathXxxxx Xxxx & Xxxxxxxx, Swaine & Xxxxx LLP, 000 0000 Xx Xxxxxx Xxxxxx, Xxx Xxxx, XX Xxxxx Xxxx, Xxxxxxxxxx 00000, at 10:00 [ ] A.M., New York time, on , 2012[ ], or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLP Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is [ ] in the case of the Company and the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” in the case of the Selling Stockholders and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments allotments, if any, made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment by the Underwriters of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian [ ] in the case of [ ] Optional Securities and [ ] in the case of [ ] Optional Securities, at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLPXxxxxxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLP Xxxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $5.64 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Representative in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in the column entitled “Total Firm Securities” in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form or, if applicable, valid securities entitlements in book entry form, for the Offered Securities to be sold by the Selling Stockholders hereunder and Convertible Securities have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc., as custodian (in such capacity, the “Custodian”), for all Selling Stockholders other than the Prentice Entities and S.A.C. Capital Associates, LLC. Each Selling Stockholder (other than the Prentice Entities and S.A.C. Capital Associates) agrees that the shares or Convertible Securities represented by the certificates and securities entitlements held in custody for the such Selling Stockholders Stockholder under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder The Custodian, the Prentice Entities or any such trustee or trustees should dieS.A.C. Capital Associates, or if any other such event should occurLLC, or if any of such trusts should terminateas applicable, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm First Tranche Securities, Second Tranche Securities and Third Tranche Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account accounts at a bank banks acceptable to the Representatives Representative drawn to the order of each of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm SecuritiesSelling Stockholders, as applicable, at the office of CravathXxxxx Xxxx & Xxxxxxxx, Swaine & Xxxxx LLPMenlo Park, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000California, at approximately 9:00 A.M., 9:30 A.M. and 10:00 A.M.A.M. (each time referred to herein as a “Closing Time”), respectively, New York time, on December 28, 2012, 2006 (it being understood that all Firm Securities shall have been delivered to the Representative no later than 10:00 A.M. New York time on such date) or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company Custodian determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at in book-entry form, in such denominations and registered in such names as the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing DateRepresentative requests. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Representative to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Custodian, the Prentice Entities or S.A.C. Capital Associates, LLC, as applicable, will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account accounts at a bank banks acceptable to the Representatives Representative drawn to the order of each of the Custodian in the case of Optional SecuritiesSelling Stockholders, as applicable, at the above office of CravathXxxxx Xxxx & Xxxxxxxx, Swaine & Xxxxx LLPMenlo Park, California at 10:00 A.M. New York time on such date. The Optional Securities being purchased so to be delivered on each Optional Closing Date or evidence of their issuance will be made available for checking at in book-entry form, in such denominations and registered in such names as the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing DateRepresentative requests.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and each such Selling Stockholder, at a purchase price of $ $14.25 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Offered Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and under the denominator caption “Number of which is the total number of Firm SecuritiesOffered Securities to be Sold”. Certificates in negotiable form for form, or security entitlements, representing the Offered Securities to be sold by the such Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“a Custody Agreements”) Agreement made with Xxxxxx’x Parent Registrar and Transfer Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates or security entitlements held in custody for such Selling Stockholder under the Selling Stockholders under such applicable Custody Agreements Agreement are subject to the interests of the Underwriters Underwriter hereunder, that the arrangements made by the such Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual such Selling Stockholder (if an individual) or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, the applicable Selling Stockholder agrees that the certificates for or security entitlements representing such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter against payment by the Underwriter of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm SecuritiesCustodian, at the office of CravathXxxxxxx & Xxxx, Swaine & S.C. located at 000 Xxxxx LLP, 000 Xxxxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, XX Xxxxxxxxx 00000, at 10:00 A.M.12:00 P.M., New York time, on December 6, 20122011, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of CravathXxxxxxx & Xxxx, Swaine & Xxxxx LLP S.C. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representationsrepresenta tions, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $_________ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation ("CSFBC") in their its discretion, in order to avoid fractions) obtained by multiplying 4,000,000 Firm Securities Securities, in the case of the Company Company, and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates for securities in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Company in the case of 4,000,000 shares of Firm Securities and the Custodian respective Selling Stockholders in the case of the number of shares of Firm SecuritiesSecurities set forth opposite their name on Schedule A, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000CSFBC, at 10:00 A.M.[10:00A.M.], New York time, on __________, 20121999, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering". The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Custodian in the case of Optional SecuritiesCompany, at the above office of Cravath, Swaine & Xxxxx LLPCSFBC. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP CSFBC at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite below the name of such caption “Company” or “Selling Stockholder in Schedule B heretoStockholder”, in as the case of a Selling Stockholdermay be, in each case by a fraction the numerator of which is the number of Firm Securities set forth and opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Stockholder hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) Agreement made with Xxxxxx’x Parent Company, Inc.Damon & Xxxxx LLP, as custodian (in such capacity, the “Custodian”). Each The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Stockholder under such the Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Stockholder for such the custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual the Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual the Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representatives office of Cravath, Swaine & Xxxxx LLP, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFB drawn to the order of the Company in the case of 3,000,000 shares of Firm Securities and the Custodian in the case of 350,000 shares of Firm Securities, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on November 11, 20122005, or at such other time not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFB drawn to the order of the Custodian in Company with respect to the case of Optional SecuritiesSecurities being so purchased on such Optional Closing Date, at the above office of Cravath, Swaine & Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $12.7575 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Representative in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form and/or book-entry shares for the Offered Securities to be sold by the Additional Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) Agreements made with Xxxxxx’x Parent Continental Stock Transfer & Trust Company, Inc., as custodian (in such capacity, the “"Custodian”"). Each Additional Selling Stockholder agrees that the shares represented by the certificates or in book-entry form held in custody for the Additional Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Additional Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Additional Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Additional Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Additional Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company Principal Selling Stockholder and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company Principal Selling Stockholder, in the case of shares of Firm Securities sold thereby, and the Custodian in the case of shares of Firm Securitiessold by the Additional Selling Stockholders, at the office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx LLP, 000 Xxxxxx XxxxxxXxxx LLP at Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 at 10:00 A.M.9:00 a.m., New York time, on October 5, 20122020, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Delivery of the Firm Securities so to will be delivered or made through the facilities of the DTC unless the Representative shall otherwise instruct and evidence of their issuance will be made available for checking at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders Stockholder in Schedule B A hereto under the caption “"Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Representative to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Principal Selling Stockholder and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesRepresentative, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer transfers to an account accounts at a bank banks acceptable to the Representatives Representative drawn to the order of each of the Custodian in Principal Selling Stockholder and the case of Optional SecuritiesCustodian, at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or will be made through the facilities of the DTC unless the Representative shall otherwise instruct and evidence of their issuance will be made available for checking at the above office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite below the name of such caption "Company" or "Selling Stockholder in Schedule B heretoStockholder", in as the case of a Selling Stockholdermay be, in each case by a fraction the numerator of which is the number of Firm Securities set forth and opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Stockholder hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“a Custody Agreements”) Agreement made with Xxxxxx’x Parent Company, Inc.U.S. Stock Transfer Corporation, as custodian (in such capacity, the “"Custodian”"). Each The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Stockholder under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual the Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual the Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representatives office of Credit Suisse First Boston Corporation ("CSFBC"), Eleven Madison Avenue, New York, New York, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC, drawn to the order of the Company in the case of 2,200,000 shares of Firm Securities and to the Custodian order of the Selling Stockholder in the case of 800,000 shares of Firm Securities, at the office of CravathTroop Xxxxxxxxx Xxxxxxx & Xxxxxx, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, Xxx XxxxXxxxxxx, XX 00000, Xxxxxxxxxx at 10:00 A.M., New York time, on _____________, 20121997, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders Stockholder agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities shares specified in such notice by a fraction the numerator of which is in the number case of shares set forth opposite the names Company and in the case of such the Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” Stockholder and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions). Such Optional Securities shall be purchased from each the Company and the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, at the above office of CSFBC in a form reasonably acceptable to the RepresentativesNew York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or by wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Custodian Company in the case of 350,000 Option Securities and to the order of the Selling Stockholder in the case of 100,000 Optional Securities, Securities at the above office of CravathTroop Xxxxxxxxx Xxxxxxx & Xxxxxx, Swaine & Xxxxx LLPLLP in Los Angeles. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agreeShareholder, severally and not jointly, agree to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each the Selling StockholderShareholders, at a purchase price of $ US$[-] per shareADS, that the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto (rounded up or down, as determined by the Representatives in their the discretion, in order to avoid fractions) obtained ). Executed transfer forms for the Ordinary Shares represented by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent the Company, Inc., as custodian (in such capacity, the “Custodian”"CUSTODIAN"). Each Selling Stockholder Shareholder agrees that the shares Ordinary Shares represented by the certificates transfer forms held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of The Depository Trust Company ("DTC") in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in for itself and as Custodian on behalf of the Selling Shareholders, as the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securitiesmay be, at the Hong Kong office of Cravath, Swaine Simpson Thacher & Xxxxx Bartlett LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M.[-], New York time, on [-], 20122008, or at such other time not later ox xx xxxx xxxxx tixx xxx xater than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The ADRs evidencing the Firm Securities so to will be delivered or evidence of their issuance in definitive form, in such denominations and registered in such names as the Representatives request. The ADRs will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP or such other place designated by the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, Jun Heng Investment Limited agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company as Custodian in the case on behalf of Optional Securities, Jun Heng Investment Limited at the above office of Cravath, Swaine & Xxxxx LLPoffice. The ADRs evidencing the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request. The ADRs will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP or such other place designated by the Representatives at a reasonable time in advance of such least 24 hours prior to the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder Shareholder in Schedule B A hereto, in the case of a Selling StockholderShareholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder Shareholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn made to the order of the Company in the case of shares of Firm Securities and made to the order of the Custodian in the case of shares of Firm Securities, at the office offices of Cravath, Swaine & Xxxxx Xxxxxxx Coie LLP, 000 Xxxxxx 0000 Xxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxxxxxx, XX 00000-0000, at 10:00 A.M., New York time, on , 20122004, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking at and packaging by the above office of Cravath, Swaine & Xxxxx LLP Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is in the case of the Company and the number of shares set forth opposite the names of such Selling Stockholders Shareholders in Schedule B A hereto under the caption “Number of Optional Securities to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company and each Selling Stockholder Shareholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes are herein referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn made to the order of the Company in the case of Optional Securities sold by the Company and made to the order of the Custodian in the case of Optional SecuritiesSecurities sold by the Selling Shareholders, at the above office above-mentioned offices of Cravath, Swaine & Xxxxx Xxxxxxx Coie LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP and packaging at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $12.4475 per share, that number of Firm Securities (rounded up or downsubject to adjustment by Xxxxxxx, as determined by the Representatives in their discretion, in order Sachs & Co. to avoid eliminate fractions) obtained by multiplying 2,500,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A-2 hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A A-1 hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the The Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custodycustody in certificated or book-entry form, for delivery under this Agreement, under custody agreements Custody Agreements (the “Custody Agreements”) made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Xxxxxxx, Xxxxx & Co. for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Xxxxxxx, Sachs & Co. against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Xxxxxxx, Xxxxx & Co. drawn to the order of the Company in the case of the 2,500,000 shares of Firm Securities to be issued and sold by the Company and the Custodian in the case of the 2,500,000 shares of Firm SecuritiesSecurities to be sold by the Selling Stockholders, at the office of Cravath, Swaine Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP, at 000 Xxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 at 10:00 A.M., New York time, on March 13, 2012, or at such other time not later than seven full business days thereafter as the Representatives Xxxxxxx, Sachs & Co. and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase, the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A-2 hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Xxxxxxx, Sachs & Co. to eliminate fractionsfractions and for any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name on Schedule A-1 bears to the total number of Firm Securities (subject to adjustment by the Representatives Xxxxxxx, Xxxxx & Co. to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm SecuritiesUnderwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Xxxxxxx, Sachs & Co. but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Xxxxxxx, Xxxxx & Co. for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesXxxxxxx, Sachs & Co., against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Xxxxxxx, Xxxxx & Co. drawn to the order of the Custodian in the case of the Optional Securities, at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston LLC (“CSFB”) in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Custodial Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) Agreement made with Xxxxxx’x Parent Company, Inc.U.S. Bank National Association, as custodian (in such capacity, the “Custodian”). Each Custodial Selling Stockholder agrees that the shares represented by the certificates held in custody for the Custodial Selling Stockholders under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Custodial Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Custodial Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Custodial Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Custodial Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company Bxxx Selling Stockholders and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives CSFB drawn to the order of the Company Bxxx Strategic Partners, L.P. in the case of 4,575,481 shares of Firm Securities and the Custodian being sold by Bxxx Strategic Partners, L.P., Bxxx Strategic Partners II, L.P. in the case of 5,314,933 shares of Firm SecuritiesSecurities being sold by Bxxx Strategic Partners II, L.P., Bxxx Strategic Partners II GmbH & Co. KG in the case of 109,586 shares of Firm Securities being sold by Bxxx Strategic Partners II GmbH & Co. KG and the Custodian, for the accounts of the Custodial Selling Stockholders, in the case of 5,000,000 shares of Firm Securities being sold by the Custodial Selling Stockholders, at the office of Cravath, Swaine & Xxxxx Mxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on , 20122004, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringoffering contemplated by this Agreement. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking at the above office and packaging a reasonable time in advance of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase purchase, in the aggregate, all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders listed in Schedule C hereto (the “Option Selling Stockholders”) agree, severally and not jointly, to sell to the Underwriters up to the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives CSFB to eliminate fractions)) set forth opposite the names of such Option Selling Stockholders in Schedule C hereto. Such Optional Securities shall be purchased from each Option Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Option Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities held for the applicable Custodial Selling Stockholders being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives CSFB drawn to the order of the Custodian in Custodian, for the case accounts of such Custodial Selling Stockholders with respect to the Optional SecuritiesSecurities being so purchased on such Optional Closing Date, at the above office of Cravath, Swaine & Xxxxx Mxxxx LLP. If the Bxxx Selling Stockholders are Option Selling Stockholders on an Optional Closing Date, the Bxxx Selling Stockholders will deliver or shall cause to be delivered a security entitlement with respect to the Optional Securities being purchased from them on each such Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to CSFB drawn to the order of the Bxxx Selling Stockholders with respect to the Optional Securities being so purchased on such Optional Closing Date, at the above office of Cravath, Swaine & Mxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx Mxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Representative in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of specified by the Company (in the case of the shares of Firm Securities being sold by the Company) and to an account specified by the Custodian (in the case of the shares of Firm SecuritiesSecurities being sold by the Selling Stockholders), at the office of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP, 000 Xxxxxx located at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxx, XX Xxxxxxxxxx 00000, at 10:00 A.M., New York time, on , 2012, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxxx & Xxxxx Whitney LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is in the case of the Company and the number of shares set forth opposite the names of such Selling Stockholders in Schedule B A hereto under the caption “"Number of Optional Securities to be Sold” " in the case of the Selling Stockholders and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives Representative to eliminate fractions). Such Optional Securities shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesRepresentative, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to specified by the Representatives drawn to the order of the Custodian Company (in the case of the shares of Optional SecuritiesSecurities being sold by the Company) and to an account specified by the Custodian (in the case of the shares of Optional Securities being sold by the Selling Stockholders), at the above office of CravathXxxxxx & Xxxxxxx LLP, Swaine & Xxxxx LLPlocated at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Xxxxxx & Xxxxx Whitney LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ U.S.$________ per share, that number of U.S. Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston Corporation ("CSFBC") in their its discretion, in order to avoid fractions) obtained by multiplying _________ U.S. Firm Securities in the case of the Company and the number of U.S. Firm Securities set forth opposite the name of such Selling Stockholder Shareholder in Schedule B A hereto, in the case of a Selling StockholderShareholder, in each case by a fraction the numerator of which is the number of U.S. Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of U.S. Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent the Company, Inc., as custodian (in such capacity, the “"Custodian”"). Each Selling Stockholder Shareholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or of if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or of termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the U.S. Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm Securities, CSFBC at the office of CravathXxxxxxxx & Xxxxxxxx, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx0000 Xxxxxxx Xxxx Xxxx, Xxx XxxxXxxxxxx, XX 00000Xxxxxxxxxx, at 10:00 7:00 A.M., New York California time, on , 2012_____________, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringU.S. Offering and the International Offering. The certificates for the U.S. Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Cravath, Swaine Xxxxxxxx & Xxxxx LLP Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Custodian in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Xxxx Xxxxx Xxxx Xxxxxx, Incorporated (“Xxxx Xxxxx”) in their its discretion, in order to avoid fractions) obtained by multiplying 370,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder Shareholder in Schedule B A hereto, in the case of a Selling StockholderShareholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”) Agreements made with Xxxxxx’x Parent American Stock Transfer & Trust Company, Inc., as custodian (in such capacity, the “Custodian”). Each Selling Stockholder Shareholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives through the facilities of the Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct, for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account or accounts at a bank or banks designated by the Company or a Selling Shareholder and reasonably acceptable to the Representatives Xxxx Xxxxx drawn to the order of the Company Old Dominion Freight Line, Inc. in the case of 370,000 shares of Firm Securities and the Custodian shareholders listed on Schedule A hereto in the case of an aggregate of 2,070,000 shares of Firm Securities, at the office of CravathXxxxxxx Law Firm, Swaine & Xxxxx LLPP.C., L.L.O., 000 Xxxxxx X. 00xx Xxxxxx, Xxx XxxxXxxxx 000, XX Xxxxxxx, Xxxxxxxx 00000, at 10:00 9:00 A.M., New York Baltimore time, on , 20122004, or at such other time not later than seven full business days thereafter as the Representatives Xxxx Xxxxx and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in definitive or evidence of their issuance book-entry form, in such denominations and registered in such names as Xxxx Xxxxx requests and will be made available for checking and packaging at the above office of CravathDTC or its designated custodian, Swaine & Xxxxx LLP unless the Representatives shall otherwise instruct, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Xxxx Xxxxx given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice, and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives Xxxx Xxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Xxxx Xxxxx to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Xxxx Xxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives, through the facilities of DTC unless the Representatives shall otherwise instruct, for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account or accounts at a bank or banks designated by the Company and reasonably acceptable to the Representatives Xxxx Xxxxx drawn to the order of the Custodian in the case of Optional SecuritiesOld Dominion Freight Line, Inc., at the above office of CravathXxxxxxx Law Firm, Swaine & Xxxxx LLP. P.C., L.L.O. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive or evidence of their issuance book-entry form, in such denominations and registered in such names as Xxxx Xxxxx requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CravathDTC or its designated custodian, Swaine & Xxxxx LLP unless the Representatives shall otherwise instruct at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $17.214 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives Credit Suisse First Boston LLC ("CSFB") in their its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and the number 5,200,000 shares of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders Stockholder hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“a Custody Agreements”) Agreement made with Xxxxxx’x Parent the Company, Inc., as custodian (in such capacity, the “Custodian”"CUSTODIAN"). Each The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders Stockholder under such Custody Agreements Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual general partner of the general partner of the Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual general partner of the general partner of the Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminatethe Selling Stockholder is dissolved or terminated, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFB drawn to the order of the Company in the case of shares of Firm Securities and the Custodian in the case of shares of Firm SecuritiesGreen Equity Investors, L.P., at the office of Cravath, Swaine Irell & Xxxxx Xxxxxxx LLP, 000 Xxxxxx Xxxxxx1800 Avenue of the Stars, Xxxxx 000, Xxx XxxxXxxxxxx, XX Xxxxxxxxxx 00000, at 10:00 A.M., New York time, on November 21, 20122003, or at such other time not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Cravath, Swaine Irell & Xxxxx Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholders Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, Stockholder agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions)notice. Such Optional Securities shall be purchased from each the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFB drawn to the order of the Custodian in the case of Optional SecuritiesGreen Equity Investors, L.P., at the above office of Cravath, Swaine Irell & Xxxxx Xxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine Irell & Xxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ US$67.184 per shareADS (the “Purchase Price”), that number of Firm Securities (rounded up or down, subject to such adjustments to eliminate fractional shares as determined by the Representatives in their discretion, in order may determine) that bears the same proportion to avoid fractions) obtained by multiplying the number of Firm Securities in the case of to be sold by the Company and the Selling Shareholders as the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth A hereto opposite the name of such Underwriter in Schedule A hereto and the denominator of which is bears to the total number of Firm Securities. Certificates in negotiable form Executed transfer forms for the Offered Shares represented by the Offered Securities to be sold by the Selling Stockholders Shareholders hereunder (other than Yahoo! Hong Kong Holdings Limited) have been placed in custody, for delivery under this Agreement, under custody agreements (“the Custody Agreements”) made with Xxxxxx’x Parent Company, Inc., as custodian (in such capacity, the “Custodian”)Agreement. Each Selling Stockholder agrees Shareholder (other than Yahoo! Hong Kong Holdings Limited) agrees, severally and not jointly, that the shares Offered Shares represented by the certificates transfer forms held in custody for such Selling Shareholder (other than Yahoo! Hong Kong Holdings Limited) under the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the such Selling Stockholders Shareholder (other than Yahoo! Hong Kong Holdings Limited) for such custody are to that the extent set forth therein irrevocable, and that the obligations of the such Selling Stockholders Shareholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company Company, Yahoo! Hong Kong Holdings Limited and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the applicable purchase price in Federal (same day) funds by official bank check or checks or wire transfer to (i) an account at a bank acceptable to the Representatives drawn to the order of the Company in (for itself and as Custodian for the case Selling Shareholders other than Yahoo! Hong Kong Holdings Limited) and (ii) an account at a bank acceptable to the Representatives drawn to the order of shares Yahoo! Hong Kong Holdings Limited on behalf of Firm Securities and the Custodian in the case of shares of Firm SecuritiesYahoo! Hong Kong Holdings Limited, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 8:00 A.M., New York City time, on September 24, 20122014, or at such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Selling Shareholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm SecuritiesADS. The Company and the Selling Stockholders agree, Shareholders (to the extent indicated in Schedule B hereto) severally and not jointly, jointly agree to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction (in the numerator of which is event the number of shares Optional Securities specified in such notice is less than the total number of Optional Securities set forth opposite the names of such Selling Stockholders in Schedule B hereto under hereto, the caption “Number number of Optional Securities to be Sold” sold by the Company and the denominator Selling Shareholders hereunder shall be reduced proportionally based on the number of which is Optional Securities the Company and each such Selling Shareholder has agreed to sell as set forth in Schedule B hereto), and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Optional Securities set forth opposite such Underwriter’s name bears to the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion ) as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm SecuritiesSchedule A hereto. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Custodian Company and each of the Selling Shareholders (to the extent indicated in Schedule B hereto) will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to (i) an account at a bank acceptable to the Representatives drawn to the order of the Company (for itself and as Custodian in for the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP Selling Shareholders other than Yahoo! Hong Kong Holdings Limited) and (ii) an account at a reasonable time in advance bank acceptable to the Representatives drawn to the order of such Optional Closing DateYahoo! Hong Kong Holdings Limited on behalf of Yahoo! Hong Kong Holdings Limited.