Common use of PURCHASE, SALE AND DELIVERY OF OFFERED STOCK Clause in Contracts

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock 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 Stock (subject to adjustment by SG Cowen to eliminate fractions). The purchase price to be paix xx xxx Underwriters to the Company for the Stock will be $_____ per share (the "Purchase Price"). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date), against payment of the aggregate Purchase Price therefor by wire transfer to an account at a bank reasonably acceptable to SG Cowen, payable to the order of the Company, all at the offices of Xxxxx, Xurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ , 2003, in accordance with Rule 15c6-1 under the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First Closing Date." The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for trading. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by SG Cowen described below and the Underwriters agree, severally and nox xxxxxxy, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions). The option granted hereby may be exxxxxxxx as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen to the Company. The option granted hereby may be exerxxxxx xx written notice being given to the Company by SG Cowen setting forth the number of shares of the Optional Stock to xx xxxxxased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an "Option Closing Date" and shall in no event be earlier than two business days nor later than five business days after written notice is given. The Option Closing Date and the First Closing Date are herein called the "Closing Dates." On each Option Closing Date, the Company will deliver Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding such Option Closing Date) against payment of the aggregate Purchase Price therefor in federal (same-day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen payable to the order of the Company, all at the offices of Txxxx, Xxrwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG Cowen. The several Underwriters propose to offer the Firm Sxxxx xxx sale upon the terms and conditions set forth in the Prospectus.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number respective numbers of shares of Firm Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions)IV hereto. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Stock will be $_____ 3.619 per share (the "“Purchase Price"”). The Company will deliver the Firm Stock to the Representatives Representative for the respective accounts of the several Underwriters (Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representative, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date), Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to SG Cowen, the Representative payable to the order of the Company for the Firm Stock sold by the Company, all at the offices of XxxxxLeClairRyan, Xurwitz & ThibeaultA Professional Corporation, LLP000 Xxxxx Xxxxxx, 125 High StreetXxx Xxxx, BostonXxx Xxxx 00000. Time shall be of the essence, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ September 18, 2003, in accordance with Rule 15c6-1 under the Exchange Act2012. The time and date of such payment and delivery are herein referred to as the "First “Closing Date." ”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for trading. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing DateRepresentative. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock, provided that such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule IV bears to the total number of shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by SG Cowen the Representative to the Company described below and the Underwriters agree, severally and nox xxxxxxynot jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock (subject to the proviso in the first sentence of this paragraph) at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon notice by SG Cowen the Representative to the Company. The option granted hereby may be exerxxxxx xx exercised by written notice being given to the Company by SG Cowen the Representative setting forth the number of shares of the Optional Stock to xx xxxxxased be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an "the “Option Closing Date" ” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the First Closing Date are herein called the "“Closing Dates." On each Option Closing Date, the ” The Company will deliver the Optional Stock to the Representative for the respective accounts of the several Underwriters (in through the form facilities of definitive certificatesThe Depository Trust Company or, at the election of the Representative, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding such the Option Closing Date) Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same-same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen the Representative payable to the order of the Company, all at the offices of TxxxxLeClairRyan, Xxrwitz & ThibeaultA Professional Corporation, LLP000 Xxxxx Xxxxxx, 125 High StreetXxx Xxxx, BostonXxx Xxxx 00000. Time shall be of the essence, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG Cowenthe Representative. The several Underwriters propose to offer the Firm Sxxxx xxx Stock for sale upon the terms and conditions set forth in the Prospectus.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the respective number of shares of Firm Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions)I hereto. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Stock will be $_____ [ ] per share (the "“Purchase Price"”). The Company will deliver the Firm Stock to the Representatives Representative for the respective accounts of the several Underwriters (in through the form facilities of definitive certificatesThe Depository Trust Company, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date), against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to SG Cowen, the Representative payable to the order of the Company, all Company at the offices of Xxxxx, Xurwitz & Thibeault, Xxxxxxx Procter LLP, 125 High StreetThe New York Times Building, Boston000 Xxxxxx Xxxxxx, MassachusetxxXxx Xxxx, Xxx Xxxx. Ximx xxxxx Time shall be xx xxx xssenceof the essence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M.a.m., New York time, on April [______ ], 20032012, in accordance with Rule 15c6-15c6 1 under of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First “Closing Date." ”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for trading. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing DateRepresentative. For the purpose of covering any over-over allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock, provided that such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule I bears to the total number of shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by SG Cowen the Representative to the Company described below and the Underwriters agree, severally and nox xxxxxxynot jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock (subject to the proviso in the first sentence of this paragraph) at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon notice by SG Cowen the Representative to the Company. The option granted hereby may be exerxxxxx xx exercised by written notice being given to the Company by SG Cowen the Representative setting forth the number of shares of the Optional Stock to xx xxxxxased be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an "the “Option Closing Date" ” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the First Closing Date are herein called the "“Closing Dates." On each Option Closing Date, the ” The Company will deliver the Optional Stock to the Representative for the respective accounts of the several Underwriters (in through the form facilities of definitive certificatesThe Depository Trust Company or, at the election of the Representative, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding such the Option Closing Date) Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same-same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen the Representative payable to the order of the Company, all Company at the offices of Txxxx, Xxrwitz & Thibeault, Xxxxxxx Procter LLP, 125 High StreetThe New York Times Building, Boston000 Xxxxxx Xxxxxx, MassachusetxxXxx Xxxx, Xxx Xxxx. Ximx xxxxx Time shall be xx xxx xssenceof the essence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG Cowenthe Representative. The several Underwriters propose to offer the Firm Sxxxx xxx Stock for sale upon the terms and conditions set forth in the Prospectus.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number respective numbers of shares of Firm Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions)hereto. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Stock will be $_____ 11.75 per share (the "“Purchase Price"”). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (Underwriters, through the facilities of The Depository Trust Company, in the form of definitive certificateseach such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second at least one full business day preceding the First Closing Date), Date against payment of the aggregate Purchase Price Price, as applicable, therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to SG Cowen, specified by the Company payable to the order of the Company, Company for the Firm Stock sold by them all at the offices of Xxxxx, Xurwitz Xxxxxx & Thibeault, Xxxxxxx LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be 0000 Xxxxxx xx xxx xssenceXxxxxxxx, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ December 12, 20032024, in accordance with Rule 15c6-1 under 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First “Closing Date." ” The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for tradingRepresentatives. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Optional Stock. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by SG Cowen the Representatives to the Company described below and the Underwriters agree, severally and nox xxxxxxynot jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen the Representatives to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen the Representatives to the Company. The option granted hereby may be exerxxxxx xx written notice being given to the Company by SG Cowen setting forth the number of shares of the Optional Stock to xx xxxxxased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an "Option Closing Date" and shall in no event be earlier than two business days nor later than five business days after written notice is given. The Option Closing Date and the First Closing Date are herein called the "Closing Dates." On each Option Closing Date, the Company will deliver Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding such Option Closing Date) against payment of the aggregate Purchase Price therefor in federal (same-day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen payable to the order of the Company, all at the offices of Txxxx, Xxrwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG Cowen. The several Underwriters propose to offer the Firm Sxxxx xxx sale upon the terms and conditions set forth in the Prospectus.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number the respective numbers of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock set forth opposite the name names of such Underwriter in the Underwriters on Schedule A hereto and the denominator of which is the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions)IV hereto. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Firm Stock will be $_____ 2.585 per share (the "“Purchase Price"”). The Company will deliver to the Underwriters, for their respective accounts, the Firm Stock to through the Representatives for the respective accounts facilities of the several Underwriters (The Depository Trust Company, in the form of definitive certificateseach such case, issued in such names and in such denominations as the Representatives Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date), Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to SG Cowen, the Underwriters payable to the order of the Company, Company all at the offices of XxxxxLeClairRyan, Xurwitz & ThibeaultA Professional Corporation, LLP000 Xxxxx Xxxxxx, 125 High StreetXxx Xxxx, BostonXxx Xxxx 00000. Time shall be of the essence, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ March 2, 2003, in accordance with Rule 15c6-1 under the Exchange Act2015. The time and date of such payment and delivery are herein referred to as the "First “Closing Date." ”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for trading. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing DateUnderwriters. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by SG Cowen the Underwriters to the Company described below and the Underwriters agree, severally and nox xxxxxxynot jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' Underwriter’s name on Schedule IV bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen the Underwriters to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen the Underwriters to the Company. The option granted hereby may be exerxxxxx xx exercised by written notice being given to the Company by SG Cowen the Underwriters setting forth the number of shares of the Optional Stock to xx xxxxxased be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an "the “Option Closing Date" ” and shall in no event be earlier than two (2) business days day nor later than five (5) business days after written notice is given. The Option Closing Date and the First Closing Date are herein called the "“Closing Dates." On each Option Closing Date, the ” The Company will deliver to the Underwriters, for their respective accounts, the Optional Stock to through the Underwriters (facilities of The Depository Trust Company, in the form of definitive certificateseach such case, issued in such names and in such denominations as the Representatives Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full (2nd) business day preceding such the Option Closing Date) Date against payment of the aggregate Purchase Price purchase price therefor by wire transfer in federal (same-same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen the Underwriters payable to the order of the Company, all at the offices of TxxxxLeClairRyan, Xxrwitz & ThibeaultA Professional Corporation, LLP000 Xxxxx Xxxxxx, 125 High StreetXxx Xxxx, BostonXxx Xxxx 00000. Time shall be of the essence, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between among the Company and SG Cowenthe Underwriters. The several Company is advised by the Underwriters propose that the Underwriters intend (i) to make a public offering of the Firm Stock as soon after the effectiveness of this Agreement as in the Underwriters’ judgment is advisable and (ii) initially offer the Firm Sxxxx xxx sale Stock upon the terms and conditions set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriters may determine.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company that number the respective numbers of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock set forth opposite the name of such the Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions)IV hereto. The purchase price per share to be paix xx xxx Underwriters paid by the Underwriter to the Company for the Stock will be $_____ 1.222 per share (the "“Purchase Price"”). The Company will deliver the Firm Stock to the Representatives for Underwriter through the respective accounts facilities of The Depository Trust Company or, at the election of the several Underwriters (Underwriter, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date), Date against payment of the aggregate Purchase Price therefor by wire transfer to an account at a bank reasonably acceptable to SG Cowen, in federal (same day) funds payable to the order of the Company for the Stock sold by the Company, all at the offices of XxxxxLeClairRyan, Xurwitz & ThibeaultA Professional Corporation, LLP000 Xxxxx Xxxxxx, 125 High StreetXxx Xxxx, BostonXxx Xxxx 00000. Time shall be of the essence, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ February 15, 2003, in accordance with Rule 15c6-1 under the Exchange Act2013. The time and date of such payment and delivery are herein referred to as the "First “Closing Date." ”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for tradingUnderwriter. The Company shall is advised by the Underwriter that the Underwriter intends (i) to make the certificates for the Firm Stock available to the Representatives for examination on behalf a public offering of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by soon after the Prospectus, the Underwriters may purchase all or less than all effectiveness of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified this Agreement as in the written notice by SG Cowen described below Underwriter’s judgment is advisable and the Underwriters agree, severally and nox xxxxxxy, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions). The option granted hereby may be exxxxxxxx as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen to the Company. The option granted hereby may be exerxxxxx xx written notice being given to the Company by SG Cowen setting forth the number of shares of the Optional Stock to xx xxxxxased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlierii) is herein called an "Option Closing Date" and shall in no event be earlier than two business days nor later than five business days after written notice is given. The Option Closing Date and the First Closing Date are herein called the "Closing Dates." On each Option Closing Date, the Company will deliver Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding such Option Closing Date) against payment of the aggregate Purchase Price therefor in federal (same-day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen payable to the order of the Company, all at the offices of Txxxx, Xxrwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG Cowen. The several Underwriters propose to initially offer the Firm Sxxxx xxx sale Stock upon the terms and conditions set forth in the Disclosure Package and the Final Prospectus. The Underwriter may from time to time increase or descrease the public offering price after the initial public offering to such extent as the Underwriter may determine.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company agrees agrees, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by SG Cowen XX Xxxxx in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock 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 Stock (subject to adjustment by SG Cowen to eliminate fractions)hereto. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Stock will be $_____ 11.28 per share (the "Purchase Price"). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in uncertificated form or in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day Business Day preceding the First Closing DateDate (as defined below), ) against payment of the aggregate Purchase Price therefor by wire transfer to an account at a bank reasonably acceptable to SG Cowendesignated by the Company, payable to the order of the Company. Time shall be of the essence for the obligations of all parties, all and delivery at the offices of Xxxxx, Xurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ March 23, 20032004, in accordance with Rule 15c6-1 under of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First Closing Date." The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for tradingXX Xxxxx. The Company shall make the certificates for the Firm Stock Stock, if any, available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-twenty four (24) hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by SG Cowen XX Xxxxx described below and the Underwriters agree, severally and nox xxxxxxy, not jointly to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' Underwriter's name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen XX Xxxxx to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivereddelivered to and purchased by the Underwriters in accordance with this Agreement. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen XX Xxxxx to the Company. The option granted hereby may be exerxxxxx xx exercised by written notice being given to the Company by SG Cowen XX Xxxxx setting forth the number of shares of the Optional Stock to xx xxxxxased be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an the "Option Closing Date" and shall in no event be earlier than two business days (2) Business Days nor later than five business days (5) Business Days after written notice is given. The given (each Option Closing Date and the First Closing Date are herein called the "Closing Dates." On each Option Closing Date, the "). The Company will deliver the Optional Stock to the Underwriters (in uncertificated form or in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day Business Day preceding such each Option Closing Date) against payment of the aggregate Purchase Price therefor in federal (same-same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen designated by the Company payable to the order of the Company. Time shall be of the essence for the obligations of all parties, all and delivery at the offices of Txxxx, Xxrwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Each Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG CowenXX Xxxxx. The several Underwriters propose to offer the Firm Sxxxx xxx Stock for sale upon the terms and conditions set forth in the Prospectus.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto and the denominator of which is the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions)hereto. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Stock will be $_____ 21.735 per share (the "Purchase PricePURCHASE PRICE"). The Company will deliver the Firm Stock to the Representatives Representative for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing DateDate (as defined below), ) against payment of the aggregate Purchase Price therefor therefore by wire transfer to an account at a bank reasonably acceptable to SG CowenXX Xxxxx, payable to the order of the Company, Company all at the offices of XX Xxxxx. Time shall be of the essence, Xurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ May 28, 20032002, in accordance with Rule 15c6-1 under of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First Closing Date." FIRST CLOSING DATE". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for tradingXX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives Representative for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by SG Cowen XX Xxxxx described below and the Underwriters agree, severally and nox xxxxxxynot jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company and shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' Underwriter's name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen XX Xxxxx to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen XX Xxxxx to the Company. The option granted hereby may be exerxxxxx xx exercised by written notice being given to the Company by SG Cowen XX Xxxxx setting forth the number of shares of the Optional Stock to xx xxxxxased be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an the "Option Closing DateOPTION CLOSING DATE" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the "Closing DatesCLOSING DATES"." On each Option Closing Date, the ) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding such the Option Closing Date) against payment of the aggregate Purchase Price therefor in federal (same-same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen XX Xxxxx payable to the order of the Company, Company all at the offices of TxxxxXX Xxxxx. Time shall be of the essence, Xxrwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives Representative for examination on behalf of the Underwriters in New York, New York, York not later than 10:00 A.M., New York timeTime, on the business day preceding such the Option Closing Date. Any The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG CowenXX Xxxxx. The several Underwriters propose to offer the Firm Sxxxx xxx Stock for sale upon the terms and conditions set forth in the Prospectus.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or downCompany, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock 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 Stock (subject to adjustment by SG Cowen to eliminate fractions)hereto. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Stock will shall be $_____ 14.57 per share (the "Purchase PricePURCHASE PRICE"). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in uncertificated form or in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day Business Day preceding the First Closing DateDate (as defined below), ) against payment of the aggregate Purchase Price therefor by wire transfer of immediately available funds to an account at a bank reasonably acceptable to SG CowenXX Xxxxx, payable to the order of the Company. Time shall be of the essence, all and delivery at the offices of Xxxxx, Xurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ April 19, 2003, 2004 in accordance with Rule 15c6-1 under of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First Closing DateFIRST CLOSING DATE." The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for tradingXX Xxxxx. The Company shall make the certificates for the Firm Stock Stock, if any, available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four (24) hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by SG Cowen XX Xxxxx described below and the Underwriters agree, severally and nox xxxxxxynot jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' Underwriter's name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen XX Xxxxx to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock at any time, and from time to timetime (but not more than twice), not more than thirty (30) calendar days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivereddelivered to and purchased by the Underwriters in accordance with this Agreement. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen XX Xxxxx to the Company. The option granted hereby may be exerxxxxx xx exercised by written notice being given to the Company by SG Cowen XX Xxxxx setting forth the number of shares of the Optional Stock to xx xxxxxased be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an the "Option Closing DateOPTION CLOSING DATE" and shall in no event be earlier than two business days (2) Business Days nor later than five business days (5) Business Days after written notice is given. The Option Closing Date and the First Closing Date are herein called the "Closing DatesCLOSING DATES." On each Option Closing Date, the The Company will deliver the Optional Stock to the Underwriters (in uncertificated form or in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day Business Day preceding such the Option Closing Date) against payment of the aggregate Purchase Price therefor in federal (same-day) immediately available funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen XX Xxxxx payable to the order of the Company. Time shall be of the essence, all and delivery at the offices of Txxxx, Xxrwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG CowenXX Xxxxx. The several Underwriters propose to offer the Firm Sxxxx xxx Stock for sale upon the terms and conditions set forth in the Prospectus.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, to purchase from the Company that number the respective numbers of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock set forth opposite the name of such the Underwriter in on Schedule A hereto and the denominator of which is the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions)IV hereto. The purchase price per share to be paix xx xxx Underwriters paid by the Underwriter to the Company for the Firm Stock will be $_____ 1.78 per share (the "“Purchase Price"”). The Company will deliver to the Underwriter, for its account, the Firm Stock to through the Representatives for the respective accounts facilities of the several Underwriters (in the form of definitive certificatesThe Depository Trust Company, issued in such names and in such denominations as the Representatives Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date), Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to SG Cowen, the Underwriter payable to the order of the Company, all at the offices of Xxxxx, Xurwitz Xxxxxx & Thibeault, Xxxxxxx LLP, 125 High Street000 Xxxxx Xxxxxx Xxxxxx, BostonXxxxx 0000, MassachusetxxXxxxxxx, XX 00000. Ximx xxxxx Time shall be xx xxx xssenceof the essence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ September 18, 2003, in accordance with Rule 15c6-1 under the Exchange Act2017. The time and date of such payment and delivery are herein referred to as the "First “Closing Date." ” The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for trading. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing DateUnderwriter. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Stock specified in the written notice delivered by SG Cowen the Underwriter to the Company described below and the Underwriters agree, severally and nox xxxxxxy, Underwriter agrees to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen the Underwriter to the Company. The option granted hereby may be exerxxxxx xx exercised by written notice being given to the Company by SG Cowen the Underwriter setting forth the number of shares of the Optional Stock to xx xxxxxased be purchased by the Underwriters Underwriter and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an "the “Option Closing Date" ” and shall in no event be earlier than two (2) business days day nor later than five (5) business days after written notice is given. The Option Closing Date and the First Closing Date are herein called the "“Closing Dates." On each Option Closing Date, the ” The Company will deliver to the Underwriter, for its account, the Optional Stock to through the Underwriters (facilities of The Depository Trust Company, in the form of definitive certificateseach such case, issued in such names and in such denominations as the Representatives Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full (2nd) business day preceding such the Option Closing Date) Date against payment of the aggregate Purchase Price purchase price therefor by wire transfer in federal (same-same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen the Underwriter payable to the order of the Company, all at the offices of Txxxx, Xxrwitz Xxxxxx & Thibeault, Xxxxxxx LLP, 125 High Street000 Xxxxx Xxxxxx Xxxxxx, BostonXxxxx 0000, MassachusetxxXxxxxxx, XX 00000. Ximx xxxxx Time shall be xx xxx xssenceof the essence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each the Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, not later than 10:00 A.M., New York time, on the business day preceding such Option Closing Date. Any Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between among the Company and SG Cowenthe Underwriter. The several Underwriters propose Company is advised by the Underwriter that the Underwriter intends (i) to make a public offering of the Firm Stock as soon after the effectiveness of this Agreement as in the Underwriter’s judgment is advisable and (ii) initially offer the Firm Sxxxx xxx sale Stock upon the terms and conditions set forth in the Prospectus. The Underwriter may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriter may determine.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees agrees, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of mxxxxxxxxng ______ shares of Firm Stock by a fraction, fraction the numerator of which is the number of shares of Firm Stock 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 Stock (subject to adjustment by SG Cowen to eliminate fractions)Stock. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Stock will be $_____ per share (the "Purchase PricePURCHASE PRICE"). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date), Date (as defined below) against payment of the aggregate Purchase Price therefor therefore by wire transfer to an account at a bank reasonably acceptable to SG Cowen, payable to the order of the Company, Company all at the offices of SG Xxxxx. Time shall be of the essence, Xurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and pxxxx xxxcified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on ______ __, 20032002, in accordance with Rule 15c6-1 under of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First Closing Date." FIRST CLOSING DATE". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowen. For purposes of this Agreement, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for trading. The Company shall make the certificates for the Firm Stock available xxxxxxxxe to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by SG Cowen described below and the Underwriters agree, severally and nox xxxxxxynot xxxxxxx, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' Underwriter's name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen to eliminate fractions). The option granted hereby may be exxxxxxxx as exexxxxxx xs to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen to the Company. The option granted hereby may be exerxxxxx exercixxx xx written xritten notice being given to the Company by SG Cowen setting forth the number of shares of the Optional Stock to xx xxxxxased bx xxxxxxsed by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an the "Option Closing DateOPTION CLOSING DATE" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the "Closing DatesCLOSING DATES"." On each Option Closing Date, the ) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding such the Option Closing Date) Date against payment of the aggregate Purchase Price therefor in federal (same-same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to SG Cowen payable to the order of the Company, Company all at the offices of TxxxxSG Xxxxx. Xime shall be of the essence, Xxrwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and pxxxx xxxcified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, York not later than 10:00 A.M., New York timeTime, on the business day preceding such the Option Closing Date. Any The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG Cowen. The several Underwriters propose to offer the Firm Sxxxx xxx sale upon Stock fox xxxx xpon the terms and conditions set forth in the Prospectus.

PURCHASE, SALE AND DELIVERY OF OFFERED STOCK. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by SG Cowen in its discretion, in order to avoid fractions) obtained by xxxxxxxxing the total number of shares of Firm Stock by a fraction, the numerator of which is the number of shares of Firm Stock 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 Stock (subject to adjustment by SG Cowen to eliminate fractions)hereto. The purchase price per share to be paix xx xxx paid by the Underwriters to the Company for the Stock will be $_____ 23.50 per share (the "“Purchase Price"”). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (by electronic book-entry or in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York California time, on the second full business day preceding the First Closing Date), Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer to an account at a bank designated by the Company and reasonably acceptable to SG Cowenthe Representatives, payable to the order of the Company, Company all at the offices of Xxxxxx Godward LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xurwitz & ThibeaultXxxxxxxxxx 00000. Time shall be of the essence, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 6:00 A.M., New York California time, on ______ October 1, 2003, in accordance with Rule 15c6-1 under of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "“First Closing Date." ” The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cowenthe Representatives. For purposes of this AgreementIf applicable, "business day" means any dax xx xxxch the New York Stock Exchange, Inc. is open for trading. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four (24) hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the ProspectusProspectus Supplement, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by SG Cowen the Representatives described below and the Underwriters agree, severally and nox xxxxxxynot jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriters' Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by SG Cowen the Representatives to eliminate fractions). The option granted hereby may be exxxxxxxx exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivereddelivered to and purchased by the Underwriters in accordance with this Agreement. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen the Representatives to the Company. The option granted hereby may be exerxxxxx xx exercised by written notice being given to the Company by SG Cowen the Representatives setting forth the number of shares of the Optional Stock to xx xxxxxased be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called an "the “Option Closing Date" ” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Each Option Closing Date and the First Closing Date are herein called the "“Closing Dates." On each Option Closing Date, the ”. The Company will deliver the Optional Stock to the Underwriters (by electronic book-entry or in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York California time, on the second full business day preceding such the Option Closing Date) Date against payment of the aggregate Purchase Price therefor in federal (same-same day) funds by certified or official bank check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to SG Cowen the Representatives, payable to the order of the Company, Company all at the offices of Txxxxthe Representatives. Time shall be of the essence, Xxrwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetxx. Ximx xxxxx be xx xxx xssence, xxx xxxxxxxx xx xxx xxxx xxx xxxxx xxecified and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The If applicable, the Company shall make the certificates for the Optional Stock to be delivered on such Option Closing Date available to the Representatives for examination on behalf of the Underwriters in New York, New York, York not later than 10:00 A.M., New York timeTime, on the business day preceding such the Option Closing Date. Any The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and SG Cowenthe Representatives. The several Underwriters propose to offer the Firm Sxxxx xxx Stock for sale upon the terms and conditions set forth in the Prospectus.