Common use of PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES Clause in Contracts

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust Company. Such payment and delivery are to be made at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 [ ] per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 8 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Issuer, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph (a) of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 5 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company Issuer in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 5.9690 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House of immediately available funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection less an amount per share equal to any dividend or distribution declared by the Company during the Option Term and payable on the Firm Securities but not payable on the Option Securities. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only part, once thereafter or on multiple occasions, within 30 days after the date of this Agreement, Agreement (the “Option Term”) by you, as written notice from the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such Option Securities are to be delivered. The time and date at which certificates for such Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 [—] per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) in immediately available funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities solely to cover over-allotments at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part part, once or on multiple occasions, by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such the Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made immediately available funds through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 52.32 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made to the Issuer in New York Clearing House funds by wire transfer of Federal federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor in book-entry form to the Representative Representatives through the facilities of The Depository Trust Issuer, New York, New York for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you the Representatives and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. Electronic transfer of the Firm Securities shall be made to the Representatives at the time of delivery in such names and in such denominations as the Representatives shall specify to the Issuer. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Firm Securities shall be made at the offices of RBC, at or prior to 10:00 A.M., New York time, on the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, Representatives to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you the Representatives in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities and delivery of the documents described in Section 6 hereof shall be made through in the facilities same manner as in the case of the Depository Trust Company in New York, New YorkFirm Securities.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 19.60875 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York The Nasdaq Stock Exchange Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection 2(a). The option granted hereby may be exercised in whole or in part part, once or on multiple occasions, by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such the Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you you, as the Representative, in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the each Option Closing Date in Federal (same day fundsday) funds drawn to the order of the Company and Issuer against delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in Company, New York, New York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 [●] per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) in immediately available funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice part, once or on multiple occasions, within thirty (i30) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, Agreement by you, as written notice from the Representative Representatives of the several Underwriters, Underwriters to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three (3) nor later than 10 ten (10) full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three (3) or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made immediately available funds through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters Underwriter and each the Underwriter agrees, severally and not jointly, agrees to purchase, at a price of $18.95 23.00 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereofSecurities. (b) Payment for the Firm Securities to be sold hereunder is to be made to the Issuer in New York Clearing House funds by wire transfer of Federal federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor in book-entry form to the Representative for the several accounts of the Underwriters Underwriter through the facilities of the The Depository Trust Company, New York, New York for the account of the Underwriter. Such payment and delivery are to be made at 10:00 a.m., New York time, on the third business day after the date of this Agreement April 14, 2010 or at such other time and date not later than five business days thereafter as you the Underwriter and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. Electronic transfer of the Firm Securities shall be made to the Underwriter at the time of delivery in such names and in such denominations as the Underwriter shall specify to the Issuer. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Firm Securities shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xx., Suite 2500, Houston, Texas at or prior to 10:00 A.M., New York time, on the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters Underwriter to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, Underwriter to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Underwriter but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the UnderwritersUnderwriter. You, as the Representative of the several Underwriters, The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities and delivery of the documents described in Section 6 hereof shall be made through in the facilities same manner as in the case of the Depository Trust Company in New York, New YorkFirm Securities.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 per share, purchase from the number Company the respective principal amounts of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereofII hereto opposite its name at a purchase price of % of the principal amount thereof (the “Purchase Price”). (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust Company. Such payment and delivery are to be made at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection 2(a) hereof. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered option and the time and date at which such Option Securities are to be delivered. (c) Payment for the Firm Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September , 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated in writing by you. The time and date at which of such Option payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Securities are to be delivered shall be determined by made to the Representative but shall not be earlier than three nor later than 10 full business days after the exercise Company in Federal or other funds immediately available in New York City against delivery of such optionAdditional Securities for the respective accounts of the several Underwriters at 10:00 a.m., nor New York City time, on the date specified in the corresponding notice described in Section 2(b) or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by the Representatives. The Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date (such time and date being herein referred to as or the “applicable Option Closing Date”), as the case may be. If The Firm Securities and Additional Securities shall be delivered to the date of exercise of Representatives on the option is three Closing Date or more days before the an Option Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in case may be, for the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be (i) reduced by any transfer taxes paid by, may cancel such option at any time prior to its expiration by giving written notice or on behalf of, the Underwriters in connection with the transfer of such cancellation the Securities to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities Underwriters duly paid and (ii) shall be made on the Option Closing Date in Federal (same day funds) drawn treated as satisfied to the order extent of any amount withheld and paid over to the Company applicable taxing authority as required by law. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company on which banks in New York, New YorkYork are open for business and are not permitted by law or executive order to be closed.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 15.00 per shareEIS (the “Initial Price”), the number amount of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of in Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York timeEastern Time, on the third business day after the date of this Agreement October 14, 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is and the American Stock Exchange are open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionInitial Price. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional sharesSecurities. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Company.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 0.893 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House by wire transfer of Federal immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to a bank account designated by the Company order of the Issuer, against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company (“DTC”), New York, New York at 10:00 a.m., New York time, on the third second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection 2 less an amount per share equal to any dividend or distribution declared by the Issuer during the Option Term and payable on the Firm Securities but not payable on the Option Securities. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only part, once thereafter or on multiple occasions, within 30 days after the date of this Agreement, Agreement (the “Option Term”) by you, as written notice from the Representative of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such Option Securities are to be delivered. The time and date at which certificates for such Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) through the facilities of the DTC in New York, New York drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkIssuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 _____ per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in The City of New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company each Seller, severally and not jointly, hereby agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, purchase at a price of $18.95 $ [ ] per share, in each case on a pro rata basis the number of Firm Securities set forth opposite the name of each Underwriter their respective names in Schedule I hereof, II hereto subject to adjustments in accordance with Section 9 hereof. 11. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Sellers shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in The City of New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the a price of $[ ] per share as set forth in the first paragraph of this Sectionshare. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 2.82 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House by wire transfer of Federal immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to a bank account designated by the Company order of the Issuer, against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company (“DTC”), New York, New York at 10:00 a.m., New York time, on the third second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection 2 less an amount per share equal to any dividend or distribution declared by the Issuer during the Option Term and payable on the Firm Securities but not payable on the Option Securities. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only part, once thereafter or on multiple occasions, within 30 days after the date of this Agreement, Agreement (the “Option Term”) by you, as written notice from the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such Option Securities are to be delivered. The time and date at which certificates for such Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) through the facilities of the DTC in New York, New York drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkIssuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, purchase from the Issuer at a price of $18.95 14.56375 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal in federal (same day) funds to a bank an account designated by the Company Issuer for the Firm Securities to be sold by it against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, NY (“DTC”) at 10:00 9:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, upon (such time and date being herein referred to as the “Closing Date.” ”). As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph (a) of this SectionSection 2, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Option Securities. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time on or before the business day immediately preceding the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 five full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date by wire transfer payable in Federal (same same-day funds) drawn funds to an account designated by the order of the Company and delivery of Issuer for the Option Securities shall to be made sold by it against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust Company in New York, New YorkDTC.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 [9.64] per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 10 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on . [For non-FASS issues only: the basis of certificates for the representations Firm Securities will be delivered in such denominations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, such registrations as the Representative of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations Representatives request in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative but shall writing not be earlier than three nor later than 10 the second full business days after the exercise of such option, nor in any event day prior to the Closing Date (such time Date, and date being herein referred will be made available for inspection by the Representatives at least one business day prior to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New York.]

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 $ per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 10 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) in immediately available funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities solely to cover over-allotments at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part part, once or on multiple occasions, by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made immediately available funds through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the several Underwriters and each Underwriter agrees, the Underwriters agree severally and not jointly, to purchase, at a price of $18.95 7.72 per shareunit (including $0.28 per Firm Unit to be held in the Trust Account as deferred discount and commissions (the "Deferred Underwriting Discount")), the number of Firm Securities Units set forth opposite the name of each Underwriter in on Schedule I hereof, II subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities Units to be sold hereunder is to be made by wire transfer of in Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York ("DTC") at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you the Representative and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: ninety-five million dollars ($95,000,000) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the Trust Account (including three million five hundred thousand dollars ($3,500,000) to be held in the Trust Account as Deferred Underwriting Discount) and the remaining one million five hundred thousand dollars ($1,500,000) (representing $950,000 of the proceeds not required to be held in the trust account and $550,000 of offering expenses) of the proceeds shall be paid to the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the several accounts of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities Units at the price per share unit as set forth in the first paragraph of this SectionSection 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several UnderwritersRepresentative, to the Company setting forth the number of Option Securities Units as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered option and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities Units by the Underwriters. You, as the The Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC drawn to the order of the Company and delivery of Company. Payment for the Option Securities Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $7.72 per Option Unit sold shall be deposited in the Trust Account pursuant to the Trust Agreement (including $0.28 per Option Unit to be held in the Trust Account as Deferred Underwriting Discount) upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units sold (or through the facilities of DTC) for the Depository Trust Company in New York, New Yorkseveral accounts of the Underwriters.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 $ per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House of immediately available funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities Securities, solely to cover over-allotments, at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only part, once thereafter or on multiple occasions, within 30 days after the date of this Agreement, Agreement by you, as written notice from the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such Option Securities are to be delivered. The time and date at which certificates for such Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 [•] per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereofhereto, subject to adjustments in accordance with Section 9 8 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) in immediately available funds to a bank an account designated by the Company Issuer against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, at 10:00 a.m., New York Eastern time, on the third business day after the date of this Agreement, or if this Agreement is signed after 4:30 p.m. Eastern time on such date, four business days after the date of this Agreement, or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closedclosed and on which the Depository Trust Company is open and providing settlement services. (cd) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part part, once or on multiple occasions, by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) immediately available funds drawn to the order of the Company and Issuer against delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkCompany.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, (i) an aggregate of [·] of the Firm Shares at a price of $18.95 [·] per share, and (ii) an aggregate of [·] of the number Firm Shares at a price of Firm Securities [·] per share, as set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) in immediately available funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities solely to cover over-allotments at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part part, once or on multiple occasions, by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such the Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made immediately available funds through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 6.00 per shareShare and $0.10 per Warrant, less an underwriting discount of 10% in each case, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by in same day funds via wire transfer to the order of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made at the offices of SouthWall Capital Corp., 110 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The certificates for the Firm Securities will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities Shares and/or Option Warrants at the price per share Share and per Warrant as set forth in the first paragraph of this SectionSection 3. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days close of business on the 45th day after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company Company, setting forth the number of Option Securities Shares and/or Option Warrants as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities Shares and/or Option Warrants are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New York.the

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 per share, purchase from the Issuer the respective number of Firm Securities set forth opposite the such Underwriter’s name of each Underwriter in Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof, at a price per share and accompanying warrant of $2.256. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) in immediately available funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative for the several accounts of the Underwriters Underwriters. Such payment is to be made through the facilities of the Depository Trust Company. Such payment and delivery are to be made , New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” Delivery of the Shares shall be made through the facilities of the Depository Trust Company and delivery of the Warrants shall be made by physical delivery to be received by the Representative no later than two (2) business days following the Closing Date. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities solely to cover over-allotments at the price per share and accompanying warrant as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part part, once or on multiple occasions, by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such the Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made immediately available funds through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 48.768 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust Company. Such payment and delivery are to be made at 10:00 a.m., New York time, on the third second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative but Representatives, which shall not be earlier than three nor later than 10 full within two business days after the exercise of such option, nor and which shall not in any event be prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 46.368 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust Company. Such payment and delivery are to be made at 10:00 a.m., New York time, on the third second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative but Representatives, which shall not be earlier than three nor later than 10 full within two business days after the exercise of such option, nor and which shall not in any event be prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Partnership and each of the Selling Unitholders agrees to sell sell, severally and not jointly, to the Underwriters and each Underwriter agrees, severally and not jointly, to purchasepurchase from the Partnership and the Selling Unitholders, at a price of $18.95 20.352 per sharecommon unit, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments adjustments, if any, in accordance with Section 9 11 hereof. The number of Selling Unitholder Units to be purchased by each Underwriter from each Selling Unitholder shall be as nearly as practicable in the same proportion to the total number of Selling Unitholder Units being sold by each Selling Unitholder as the number of Firm Securities being purchased by each Underwriter bears to the total number of Firm Securities to be sold hereunder. (b) Payment by the several Underwriters through the Representatives for the Firm Securities to be sold hereunder is to be made to or upon the order of the Partnership and each of the Selling Unitholders by wire transfer of Federal (same day) payable in same-day funds to a bank account designated accounts specified by the Company Partnership and each of the Selling Unitholders against delivery of the Firm Securities therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made at 10:00 a.m., New York City time, on the third business day after the date of this Agreement October 22, 2012, or at such other time and on such later date not later more than five three business days thereafter as you and the Company Partnership shall agree uponupon (which date and time may be postponed by agreement between the Representatives and the Partnership or as provided in Section 11 hereof), such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange NASDAQ Global Market (“NASDAQ”) is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale Delivery of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior is to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in Company, New York, New York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties warranties, and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a the gross price per Share and per Warrant indicated in the Prospectus (the "Initial Price") less the Underwriters' discount of $18.95 per shareten percent (10%) of the Initial Price, the Firm Shares and the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) . Payment for the Firm Securities to be sold hereunder is to be made by wire transfer certified or bank cashier's check(s) drawn to the order of Federal (same day) funds to a bank account designated by the Company for the Firm Securities, against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are is to be made at the offices of O'Coxxxx, Xxvanagh, Anderson, Killxxxxxxxxx & Xeshxxxx, X.A., One Xxxx Xxxxxxxxx Xx., Xxxxxxx, Xxxxxxx 00000-0000 xx 10:00 a.m.A.M., New York Phoenix time, on the third business day after the date of this Agreement Agreement, or at such other time and date not later than five four business days thereafter as you the Representative and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the New York Boston Stock Exchange Exchange, Inc. is open for trading and on which banks in New York Arizona are open for business and are not permitted by law or executive order to be closed. (c) In addition, on The certificates for the basis of the representations Firm Securities shall be in definitive form and warranties herein contained will be delivered in such denominations and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, such registrations as the Representative of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations requests in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative but shall writing not be earlier than three nor later than 10 full the second business days after the exercise of such option, nor in any event day prior to the Closing Date (such time and date being herein referred to as Date, unless upon the “Option Closing Date”). If the date of exercise request of the option Representative, delivery is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New York.Trust

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 8.075 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment Delivery of and payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust Company. Such payment and delivery are to shall be made at 10:00 a.m.A.M., New York City time, on the third full business day after following the date of this Agreement or at such other time and date not later than five business days thereafter as you shall be determined by agreement between the Underwriters and the Company shall agree upon, such Issuer. This date and time and date being are herein referred to as the “Closing Date.” Delivery of the Firm Securities shall be made to the Underwriters for the account of each Underwriter against payment by the several Underwriters of the aggregate purchase price of the Firm Securities to or upon the order of the Issuer by wire transfer in immediately available funds to the accounts specified by the Issuer. The Issuer shall deliver the Firm Securities through the facilities of Depositary Trust Company unless the Underwriters shall otherwise instruct. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph (a) of this Section. The option granted hereby may be exercised in whole or in part by you by giving written notice to the Issuer (i) at any time before the Closing Date and (ii) only once thereafter within 30 calendar days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered option and the time and date at which such Option Securities are to be delivered. The time and date at which such the Option Securities are to be delivered shall be determined by the Representative Underwriters but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, The Underwriters may cancel such option at any time prior to its expiration the Option Closing Date by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date by wire transfer in Federal (same day immediately available funds) drawn to the order of the Company , and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkCompany.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 · per shareEIS (the “Initial Price”), the number amount of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of in Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York timeEastern Time, on the third business day after the date of this Agreement October ·, 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is and the American Stock Exchange are open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionInitial Price. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional sharesSecurities. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Company.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchasepurchase from the Company, at a purchase price of $18.95 per share___% of the principal amount thereof, plus accrued interest, if any from June ___, 1998 to the Time of Delivery hereunder, the principal amount of Securities, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by the Underwriters by wire transfer of Federal (same day) immediately available funds to a bank account designated by the Company for the Firm Securities to be sold by it, and against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to may be made by credit through full fast transfer to accounts at The Depository Trust Company, New York, New York, designated by the Representatives, at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the New York Stock Exchange is and the NASDAQ Stock Market are open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection 2. The option granted hereby may be exercised in whole or in part part, on one occasion only, by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number principal amount of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number aggregate principal amount of Option Securities being purchased as the number principal amount of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities$75,000,000, adjusted by you in such manner as to avoid fractional sharesSecurities. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn by wire transfer of immediately available funds to the order of a bank account designated by the Company and against delivery of Certificates therefor at the Option Securities shall be made office of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx through the facilities of the The Depository Trust Company in New York, New YorkYork drawn to the order of the Company.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 $ per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) in immediately available funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities solely to cover over-allotments at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice part, once or on multiple occasions, within thirty (i30) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, Agreement by you, as written notice from the Representative Representatives of the several Underwriters, Underwriters to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three (3) nor later than 10 ten (10) full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three (3) or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made immediately available funds through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters Underwriter and each the Underwriter agrees, severally and not jointly, agrees to purchase, at a price of $18.95 7.72 per shareunit (including $0.28 per Firm Unit to be held in the Trust Account as deferred discount and commissions (the "Deferred Underwriting Discount")), the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, Units subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities Units to be sold hereunder is to be made by wire transfer of in Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York ("DTC") at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you the Underwriter and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: ninety-five million dollars ($95,000,000) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the Trust Account (including three million five hundred thousand dollars ($3,500,000) to be held in the Trust Account as Deferred Underwriting Discount) and the remaining one million five hundred thousand dollars ($1,500,000) (representing $950,000 of the proceeds not required to be held in the trust account and $550,000 of offering expenses) of the proceeds shall be paid to the Company upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriter. The Firm Units shall be registered in such name or names and in such authorized denominations as the Underwriter may request in writing at least two full business days prior to the Closing Date. The Company will permit the Underwriter to examine and package the Firm Units for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase the Option Securities Units at the price per share unit as set forth in the first paragraph of this SectionSection 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several UnderwritersUnderwriter, to the Company setting forth the number of Option Securities Units as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the Option Securities are to be registered option and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities Units are to be delivered shall be determined by the Representative Underwriter but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities Units by the UnderwritersUnderwriter. You, as the Representative of the several Underwriters, The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC drawn to the order of the Company and delivery of Company. Payment for the Option Securities Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $7.72 per Option Unit sold shall be deposited in the Trust Account pursuant to the Trust Agreement (including $0.28 per Option Unit to be held in the Trust Account as Deferred Underwriting Discount) upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing the Option Units sold (or through the facilities of DTC) for the Depository Trust Company in New York, New Yorkaccount of the Underwriter.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 per share, purchase the number of Firm Securities set forth opposite the name of each Underwriter under the column “Number of Public Firm Securities to be Purchased” in Schedule I hereofhereof at a purchase price of $16.83 per share, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in immediately available funds by federal funds wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection less an amount per share equal to any dividend or distribution declared by the Issuer during the Option Term and payable on the Firm Securities but not payable on the Option Securities. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only part, once thereafter or on multiple occasions, within 30 days after the date of this Agreement, Agreement (the “Option Term”) by you, as written notice from the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such Option Securities are to be delivered. The time and date at which certificates for such Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal immediately available funds by federal funds wire transfer (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 8.55 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 11 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Issuer, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company Issuer in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 3.525 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made in New York Clearing House of immediately available funds by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection less an amount per share equal to any dividend or distribution declared by the Company during the Option Term and payable on the Firm Securities but not payable on the Option Securities. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only part, once thereafter or on multiple occasions, within 30 days after the date of this Agreement, Agreement (the “Option Term”) by you, as written notice from the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which certificates for such Option Securities are to be delivered. The time and date at which certificates for such Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the an Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New YorkYork drawn to the order of the Issuer.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters Underwriter and each the Underwriter agrees, severally and not jointly, agrees to purchase, at a price of $18.95 7.60 per shareunit (including $0.16 per Option Unit to be held in the Trust Account as deferred discount to be paid to the Underwriter upon consummation of the initial Business Combination), the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, Units subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities Units to be sold hereunder is to be made by wire transfer of in Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York (“DTC”) at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you the Underwriter and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: ninety-three million four hundred fifty thousand dollars ($93,450,000) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the Trust Account (including two million dollars ($2,000,000) of which to be held in the Trust Account as deferred discount to be paid to the Underwriter upon consummation of the initial Business Combination) and the remaining one million five hundred fifty thousand dollars ($1,550,000)(representing $1,000,000 of the proceeds not required to be held in the trust account and $550,000 of offering expenses) of the proceeds shall be paid to the Company upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriter. The Firm Units shall be registered in such name or names and in such authorized denominations as the Underwriter may request in writing at least two full business days prior to the Closing Date. The Company will permit the Underwriter to examine and package the Firm Units for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase the Option Securities Units at the price per share unit as set forth in the first paragraph of this SectionSection 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) [only once once] thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several UnderwritersUnderwriter, to the Company setting forth the number of Option Securities Units as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the Option Securities are to be registered option and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities Units are to be delivered shall be determined by the Representative Underwriter but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities Units by the UnderwritersUnderwriter. You, as the Representative of the several Underwriters, The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC drawn to the order of the Company and delivery of Company. Payment for the Option Securities Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $7.60 per Option Unit sold shall be deposited in the Trust Account pursuant to the Trust Agreement (including $0.16 per Option Unit to be held in the Trust Account as deferred discount to be paid to the Underwriter upon consummation of the initial Business Combination) upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing the Option Units sold (or through the facilities of DTC) for the Depository Trust Company in New York, New Yorkaccount of the Underwriter.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, purchase from the Issuer at a price of $18.95 4.7625 per share, the number of Firm Securities set forth opposite the name of each such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal in federal (same day) funds to a bank an account designated by the Company Issuer for the Firm Securities to be sold by it against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, NY (“DTC”) at 10:00 9:00 a.m., New York time, on the third fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you the Representative and the Company Issuer shall agree upon, upon (such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed”). (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in Section 2(a), less an amount per share equal to any dividends or distributions declared by the first paragraph of this SectionIssuer and payable on the Firm Securities but not payable on the Option Securities. The option granted hereby may be exercised in whole or in part part, once or on multiple occasions, by giving written notice (i) at any time on or before the business day immediately preceding the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several UnderwritersRepresentative, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three (one if such date will be the Closing Date) nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several UnderwritersRepresentative, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date by wire transfer payable in Federal (same same-day funds) drawn funds to an account designated by the order of the Company and delivery of Issuer for the Option Securities shall to be made sold by it against delivery of certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust Company in New York, New YorkDTC.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 23.9875 per share, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust Company. Such payment and delivery are to be made at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities are to be delivered. The time and date at which such Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made through the facilities of the Depository Trust Company in New York, New York.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 _____ per shareShare and $_____ per Warrant, less an underwriting discount of 10% in each case, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by in same day funds via wire transfer to the order of Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made at the offices of SouthWall Capital Corp., 110 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The certificates for the Firm Securities will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities Shares and/or Option Warrants at the price per share Share and per Warrant as set forth in the first paragraph of this SectionSection 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days close of business on the 45th day after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company Company, setting forth the number of Option Securities Shares and/or Option Warrants as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities Shares and/or Option Warrants are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities Shares and/or Option Warrants to be purchased by each Underwriter shall be in the same proportion to the respective total number of Option Securities numbers thereof being purchased as the number respective numbers of Firm Securities Shares and/or Firm Warrants being purchased by such Underwriter bears to the respective total number of Firm Securitiesnumbers thereof, adjusted by you in such manner as to avoid fractional sharesShares or Warrants. The option with respect to the Option Securities Shares and/or Option Warrants granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities Shares and/or Firm Warrants by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities Shares and/or Option Warrants shall be made on the Option Closing Date in Federal (same day funds) New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company and against delivery of certificates therefor at the Option Securities shall be made through the facilities offices of the Depository Trust Company in New YorkSouthWall Capital Corp., New York110 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters Underwriter and each the Underwriter agrees, severally and not jointly, agrees to purchase, at a price of $18.95 7.72 per shareunit (including $0.28 per Option Unit to be held in the Trust Account as deferred discount to be paid to the Underwriter upon consummation of the initial Business Combination), the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, Units subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities Units to be sold hereunder is to be made by wire transfer of in Federal (same day) funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York ("DTC") at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you the Underwriter and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: ninety-five million dollars ($95,000,000) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the Trust Account (including three million five hundred thousand dollars ($3,500,000) of which to be held in the Trust Account as deferred discount to be paid to the Underwriter upon consummation of the initial Business Combination) and the remaining one million five hundred thousand dollars ($1,500,000) (representing $950,000 of the proceeds not required to be held in the trust account and $550,000 of offering expenses) of the proceeds shall be paid to the Company upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriter. The Firm Units shall be registered in such name or names and in such authorized denominations as the Underwriter may request in writing at least two full business days prior to the Closing Date. The Company will permit the Underwriter to examine and package the Firm Units for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase the Option Securities Units at the price per share unit as set forth in the first paragraph of this SectionSection 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once [ONLY ONCE] thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several UnderwritersUnderwriter, to the Company setting forth the number of Option Securities Units as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the Option Securities are to be registered option and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities Units are to be delivered shall be determined by the Representative Underwriter but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities Units by the UnderwritersUnderwriter. You, as the Representative of the several Underwriters, The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Securities Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC drawn to the order of the Company and delivery of Company. Payment for the Option Securities Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $7.72 per Option Unit sold shall be deposited in the Trust Account pursuant to the Trust Agreement (including $0.28 per Option Unit to be held in the Trust Account as deferred discount to be paid to the Underwriter upon consummation of the initial Business Combination) upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing the Option Units sold (or through the facilities of DTC) for the Depository Trust Company in New York, New Yorkaccount of the Underwriter.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $18.95 4.75 per shareShare, the number of Firm Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Securities to be sold hereunder is to be made by wire transfer of Federal (same day) payable in same-day funds to a bank account designated by the Company against delivery of the Firm Securities certificates therefor to the Representative Representatives for the several accounts of the Underwriters through the facilities of the Depository Trust CompanyUnderwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at 10:00 a.m.A.M., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Issuer hereby grants an option to the several Underwriters to purchase the Option Securities at the price per share as set forth in the first paragraph of this SectionSection less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Firm Securities but not payable on the Option Securities. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Issuer setting forth the number of Option Securities as to which the several Underwriters are exercising the option, the names and denominations in which the Option Securities are to be registered and the time and date at which such Option Securities certificates are to be delivered. The time and date at which such certificates for Option Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Securities granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. You, as the Representative Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyIssuer. To the extent, if any, that the option is exercised, payment for the Option Securities shall be made on the Option Closing Date in Federal (same day funds) drawn to the order of the Company and delivery of the Option Securities shall be made funds through the facilities of the Depository Trust Company in New York, New Yorkdrawn to the order of the Issuer.