Common use of Purchase, Sale and Delivery of Shares Clause in Contracts

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto 5,000,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth at the price per share of $_____. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the Representatives, at the offices of Robexx X. Xxxxx & Xo. Incorporated, 777 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, xx through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal (same day) funds payable to the order of the Company. As referred to in this Agreement, the "First Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 days after the date of the Prospectus to purchase up to 357,142 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed hereto, at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once upon notice by the Representatives to the Company and the Attorneys-in-Fact within 30 days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling Stockholders, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "Second Closing Date") shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice to exercise. If the Underwriters elect pursuant to such notice to purchase less than all of the Optional Shares from the Company and the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell to the Underwriters a number of Optional Shares equal to its pro rata share in accordance with Schedule II annexed hereto. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact. (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto 5,000,000 2,500,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth at the price per share of $_____29.295. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the Representatives, at the offices of Robexx Xxxxxx X. Xxxxx & Xo. Co. Incorporated, 777 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, xx or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal (same day) wire transfer of immediately payable funds payable to an account designated to the order of Representatives in writing by the Company with respect to the Firm Shares being sold by the Company. As referred to in this Agreement, the "“First Closing Date" ” shall be on the third full business day after the date of the ProspectusJuly 29, 2004, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus July 29, 2004 as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, each of the Company and the each Selling Stockholders Stockholder who is to sell Optional Shares as set forth in Schedule II annexed hereto hereby agree agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 days after the date of the Prospectus to purchase up to 357,142 the number of Optional Shares set forth next to the Company’s or such Selling Stockholder’s name in Schedule II annexed hereto from the Company and up to 392,858 Optional Shares from the or such Selling Stockholders, as set forth on Schedule II annexed heretoStockholder, at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once upon notice by the Representatives to the Company and the Selling Stockholders or their Attorneys-in-Fact within 30 days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and or the Selling Stockholders, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "“Second Closing Date"”) shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice to exercise. If the Underwriters elect pursuant to such notice to purchase less than all of the Optional Shares from the Company and the Selling Stockholders, then each of the Company and the Selling Stockholders Stockholder shall sell to the Underwriters a number of Optional Shares equal to its each Selling Stockholder’s pro rata share in accordance with Schedule II annexed heretohereto up to the full amount of Optional Shares set forth opposite the Selling Stockholder’s name on Schedule II and, only after the sale of all such Optional Shares by the Selling Stockholders, the Company shall sell the remaining Optional Shares, if any, that the Underwriters have elected to purchase. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact. (d) The Representatives have advised the Company and the Attorneys-in-Fact Selling Stockholders that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.,

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto 5,000,000 1,500,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth at the price per share of $_____9.30, except as provided in the following sentence. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. The purchase price will be increased to $9.70 with respect to sales of Common Stock to any director or officer of the Company or the Bank whose name, address, and telephone number are on a list furnished to the Underwriters by the Company as of _________, 1997. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the Representatives, at the offices of Robexx X. Xxxxx & Xo. IncorporatedBaird, 777 Xxxx Xxxxxxxxx XxxxxxEast Wisconsin Avenue, XxxxxxxxxMilwaukee, Xxxxxxxxx 00000Wisconsin 53202, xx or through the facilities of The Depository Trust Companyxxxxxxxxxx xx Xxx Xxxxxxxxxx Xxxxx Xxxxxxx, for the accounts xxx xxx xccounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal New York Clearing House (same next day) funds payable to the order of the Company with respect to the Firm Shares being sold by the Company. As referred to in this Agreement, the "First Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company, Company prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 thirty days after the date of the Prospectus to purchase up to 357,142 225,000 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed heretoCompany, at the purchase price per share to be paid for the Firm Shares, of $9.30 for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once upon notice by the Representatives to the Company and the Attorneys-in-Fact within 30 thirty days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling StockholdersCompany, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "Second Closing Date") shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice to exercise. If the Underwriters elect pursuant to such notice to purchase less than all of the Optional Shares from the Company and the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell to the Underwriters a number of Optional Shares equal to its pro rata share in accordance with Schedule II annexed hereto. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact. (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto 5,000,000 1,000,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth at the price per share of $_____9.175, except as provided in the following sentence. The purchase price will be increased to $10.00 with respect to sales of Common Stock to any organizer, director or officer of the Company or the Bank whose name, address, and telephone number are on a list furnished to the Underwriters by the Company prior to the effectiveness of the Company's registration statement pertaining to the Shares on Form SB-2. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the RepresentativesRepresentative) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the RepresentativesRepresentative, at the offices of Robexx X. Xxxxx & Xo. IncorporatedBaird, 777 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, xx through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal New York Clearing House (same next day) funds payable to the order of the Company with respect to the Firm Shares being sold by the Company. As referred to in this Agreement, the "First Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives Representative and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request Representative requests by notice to the Company, Company prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the RepresentativesRepresentative. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 thirty days after the date of the Prospectus to purchase up to 357,142 150,000 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed heretoCompany, at the purchase price per share to be paid for the Firm Shares, of $9.175 for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once upon notice by the Representatives Representative to the Company and the Attorneys-in-Fact within 30 thirty days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling StockholdersCompany, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "Second Closing Date") shall be determined by the RepresentativesRepresentative, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice to exercise. If the Underwriters elect pursuant to such notice to purchase less than all of the Optional Shares from the Company and the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell to the Underwriters a number of Optional Shares equal to its pro rata share in accordance with Schedule II annexed hereto. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the RepresentativesRepresentative. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact. (d) The Representatives have Representative has advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives Representative to accept delivery of the Shares and to make payment therefor. It is understood that the RepresentativesRepresentative, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives Representative by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.such

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed Annex A hereto 5,000,000 3,500,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth opposite its name on Annex A at the price per share of $_____. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement_____. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the Representatives, at the offices of Robexx X. Xxxxx Robert W. Baird & Xo. IncorporatedCo. Incorporxxxx, 777 000 Xxxx Xxxxxxxxx XxxxxxWisconsin Avenue, XxxxxxxxxMilxxxxxx, Xxxxxxxxx 00000, xx through the facilities of xxxxxxx xxx xxxxxxxxxx xx The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it the Company against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal (same day) wire transfer of immediately available funds payable to the order of the CompanyCompany with respect to the Firm Shares. As referred to in this Agreement, the "First Closing Date" shall be on the third fourth (or third, if the price set forth in Section 5(a) above is determined before 3:30 p.m., Milwaukee, Wisconsin time on the date of this Agreement) full business day after the date of the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by written notice to the Company, Company prior to the first full business day preceding the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 days after the date of the Prospectus to purchase up to 357,142 525,000 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed hereto, at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once in whole or in part at any time (but not more than once) upon written notice by the Representatives to the Company and the Attorneys-in-Fact within 30 days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling StockholdersCompany, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "Second Closing Date") shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice to exercise. If The number of Optional Shares to be purchased by each of the Underwriters elect pursuant to such notice to purchase less than all shall equal that number of the full Optional Shares from which (as nearly as practicable in full shares as determined by the Company and Representatives) bears the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell same proportion to the Underwriters a number of Optional Firm Shares equal to its pro rata share in accordance with Schedule II annexed heretobe purchased by the Underwriter under this Agreement bears to the total number of Firm Shares. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the denominations of and the names name in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact. (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as the representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company Selling Shareholders agrees to sell the Firm Shares to the Underwriters identified in Schedule I annexed hereto 5,000,000 Firm SharesUnderwriters, and each of the Underwriters agrees, severally and not jointly, agrees to purchase from the Company Selling Shareholders the number of Firm Shares as hereinafter set forth at the price per share of $________. The obligation of each Underwriter to the Company Selling Shareholders shall be to purchase from the Company that Selling Shareholders the number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreementhereto. (b) On the First Firm Closing Date (as hereinafter defined), the Company Custodian on behalf of the Selling Shareholders will deliver to the RepresentativesRepresentative, at the offices of Robexx X. Xxxxx & Xo. IncorporatedCleaxx Xxxl, 777 100 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, xx through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal New York Clearing House (same next day) funds payable to the order of the CompanyCustodian. As referred to in this Agreement, the "First Firm Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 9 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 days after the date of the Prospectus to purchase up to 357,142 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed hereto, at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once upon notice by the Representatives to the Company Representative and the Attorneys-in-Fact within 30 days after the date (or either of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling Stockholders, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "Second Closing Date"them) shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice to exercise. If the Underwriters elect pursuant to such notice to purchase less than all of the Optional Shares from the Company and the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell to the Underwriters a number of Optional Shares equal to its pro rata share in accordance with Schedule II annexed hereto. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Factagree. (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto 5,000,000 4,000,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth at the price per share of $_____34.38. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the First Closing Date (as hereinafter defined)Date, the Company will deliver to the Representatives, at the offices of Robexx X. Xxxxx & Xo. Incorporated, 777 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, xx through the facilities of The Depository Trust Company, Company (“DTC”) for the accounts of the several Underwriters, certificates representing Underwriters the Firm Shares to be sold by it them against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official wire transfer of immediately available funds to an account at a bank check or checks in federal (same day) funds payable identified by the Company to Baird with respect to the order of Firm Shares being sold by the Company. As referred to in this Agreement, the "“First Closing Date" ” shall be on the third full business day after the date of the ProspectusJune 27, 2006 at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full five business days after the such date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will shall be in such authorized denominations and registered in such names as the Representatives Baird may request by upon at least fort-eight hours’ prior notice to the Company, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 thirty days after the date of the Prospectus to purchase up to 357,142 600,000 Optional Shares from form the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed hereto, at the purchase price per share to be paid for the Firm SharesCompany, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares, at the purchase price per share to be paid for the Firm Shares and less an amount per share equal to any cash dividend payable by the Company on shares of Class A Common Stock initially purchased by the Underwriters but only to the extent that such dividend is not payable on the shares of Class A Common Stock to be purchased upon the exercise of the over-allotment option due to the timing of the record date of the cash dividend. The option granted hereunder may be exercised once upon notice by the Representatives to the Company and the Attorneys-in-Fact within 30 thirty days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling Stockholders, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates shares will be delivered. Such date of delivery (the "“Second Rxxxxx X. Xxxxx & Co. Incorporated June 22, 2006 Page 14 Closing Date"”) shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice to of exercise. If The number of Optional Shares to be sold by the Underwriters elect Company pursuant to such notice to purchase less than all shall equal that number of the full Optional Shares from which (as nearly as practicable in full shares as determined by the Company and Representatives) bears the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell same proportion to the Underwriters a number of Optional Shares equal to its pro rata share in accordance with Schedule II annexed hereto. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated purchased by the RepresentativesUnderwriters as the number of Firm Shares to be sold by the Company under this Agreement bears to the total number of Firm Shares. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact. (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "“Closing Date" ” shall mean either the First Closing Date or the Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed Annex A hereto 5,000,000 3,000,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth opposite its name on Annex A at the price per share of $_____. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement_____. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the Representatives, at the offices of Robexx X. Xxxxx Robert W. Baird & XoCx. IncorporatedXxxxxxxxxxxx, 777 Xxxx Xxxxxxxxx Xxxxxx000 Xxxt Wisconsin Avenue, XxxxxxxxxMxxxxxxxx, Xxxxxxxxx 00000, xx through the facilities xxxxxxx xxx xxxxxxxxxx of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it them against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal (same day) wire transfer of immediately available funds payable to the order of the Company with respect to the Firm Shares being sold by the Company. As referred to in this Agreement, the "First Closing Date" shall be on the third fourth (or third, if the price set forth in Section 5(a) above is determined before 3:30 p.m., Milwaukee, Wisconsin time on the date of this Agreement) full business day after the date of the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by written notice to the Company, Company prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to issue and the Selling Stockholders hereby agree to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 days after the date of the Prospectus to purchase up to 357,142 450,000 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed hereto, at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once in whole or in part at any time (but not more than once) upon written notice by the Representatives to the Company and the Attorneys-in-Fact within 30 days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling StockholdersCompany, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "Second Closing Date") shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice to exercise. If The number of Optional Shares to be sold by the Underwriters elect Company pursuant to such notice to purchase less than all shall equal that number of the full Optional Shares from which (as nearly as practicable in full shares as determined by the Company and Representatives) bears the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell same proportion to the Underwriters a number of Optional Shares equal to its pro rata share in accordance with Schedule II annexed heretobe purchased by the Underwriters as the number of Firm Shares to be sold by the Company under this Agreement bears to the total number of Firm Shares. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the denominations of and the names name in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact. (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as the representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto 5,000,000 4,500,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth at the price per share of $_____$ 8.269. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the Representatives, at the offices of Robexx X. Xxxxx & Xo. Incorporated, 777 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, xx through the facilities of The Depository Trust CompanyDTC, for the accounts of the several Underwriters, certificates representing Underwriters the Firm Shares to be sold by it them against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official wire transfer to an account at a bank check or checks in federal (same day) funds payable identified by the Company to Baird with respect to the order of Firm Shares being sold by the Company. As referred to in this Agreement, the "“First Closing Date" ” shall be on the third full business day after the date of the ProspectusMarch 21, 2006 at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full five business days after the such date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 thirty days after the date of the Prospectus to purchase up to 357,142 675,000 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed hereto, at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once upon notice by the Representatives to the Company and the Attorneys-in-Fact within 30 thirty days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling Stockholders, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates shares will be delivered. Such date of delivery (the "“Second Closing Date"”) shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice to of exercise. If The number of Optional Shares to be sold by the Underwriters elect Company pursuant to such notice to purchase less than all shall equal that number of the full Optional Shares from which (as nearly as practicable in full shares as determined by the Company and Representatives) bears the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell same proportion to the Underwriters a number of Optional Shares equal to its pro rata share in accordance with Schedule II annexed hereto. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated purchased by the Representatives. Underwriters as the number of Firm Shares to be sold by the Company under this Agreement bears to the total number of Firm Shares The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares. Xxxxxx X. Xxxxx & Co. Incorporated March 16, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact.2006 (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "“Closing Date" ” shall mean either the First Closing Date or the Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto 5,000,000 2,000,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the that number of Firm Shares as hereinafter set forth opposite the name of such Underwriter on Schedule I hereto, at the price per share of $_____. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement_____. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the Representatives, at the offices of Robexx X. Xxxxx & Xo. Incorporated, 777 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, xx through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal New York Clearing House (same next day) funds payable to the order of the CompanyCompany with respect to the Firm Shares. As referred to in this Agreement, the "First Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company, Company prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 thirty days after the date of the Prospectus to purchase from the Company, up to 357,142 300,000 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed hereto, at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once upon notice by the Representatives to the Company and the Attorneys-in-Fact within 30 thirty days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling StockholdersCompany, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "Second Closing Date") shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice to exercise. If the Underwriters elect pursuant to Upon exercise of such notice option, each Underwriter, severally and not jointly, agrees to purchase less than all that number of the full Optional Shares from (as nearly as practicable in full shares as determined by the Company and Representatives) which bears the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell same proportion to the Underwriters a total number of Optional Shares equal to its pro rata share be sold as the number of Firm Shares set forth opposite the name of such Underwriter in accordance with Schedule II annexed heretoI hereto (or such number of Firm Shares increased as set forth in Section 11 hereof) bears to the total number of Firm Shares. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares, except payment to the Selling Stockholders shall be as directed by the Attorneys-in-Fact. (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.Closing

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto 5,000,000 an aggregate of 2,000,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth at the price per share of $__________. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the First Closing Date (as hereinafter defined), the Company will deliver to the Representatives, at the offices of Robexx Xxxxxx X. Xxxxx & Xo. Co. Incorporated, 777 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, xx or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it against payment in Milwaukee, Wisconsin of the purchase price therefor by certified or official bank check or checks in federal (same day) wire transfer of immediately available funds payable to the order of Company with respect to the Firm Shares being sold by the Company. As referred to in this Agreement, the "First Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives and the Company may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby agree agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 thirty days after the date of the Prospectus to purchase up to 357,142 an aggregate of 300,000 Optional Shares from the Company and up to 392,858 Optional Shares from the Selling Stockholders, as set forth on Schedule II annexed hereto, at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised once upon written notice by the Representatives to the Company and the Attorneys-in-Fact Company, within 30 thirty days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company and the Selling StockholdersCompany, the names and denominations in which the certificates for such shares are to be registered and the date and place at which such certificates will be delivered. Such date of delivery (the "Second Closing Date") shall be determined by the Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice to exercise. If the Underwriters elect pursuant to such notice to purchase less than all of the Optional Shares from the Company and the Selling Stockholders, then each of the Company and the Selling Stockholders shall sell to the Underwriters a number of Optional Shares equal to its pro rata share in accordance with Schedule II annexed hereto. Certificates for the Optional Shares will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares. If any Optional Shares are to be purchased, except payment each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (as nearly as practicable in full Shares as determined by the Representatives) that bears the same proportion to the Selling Stockholders shall total number of Optional Shares to be purchased as directed by the Attorneys-in-Factnumber of Firm Shares in Schedule I annexed hereto bears to the total number of Firm Shares. (d) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.