Common use of Purchase Sale and Delivery of the Securities Clause in Contracts

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees to issue and sell to the several Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, each Underwriter and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of __% of the principal amount thereof, the Notes in the respective aggregate principal amounts amount of Firm Securities set forth opposite such Underwriter’s name their respective names on Schedule 1 I hereto from the Issuer at 99.35% together with any additional number of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed Securities which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice pursuant to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf provisions of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters Section 9 hereof. (b) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of certificates representing, the Securities shall be made at the offices office of Xxxxxxx Xxxx Morrison & Xxxxxxxxx LLPFoerster, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015LLP ("Underwriters' Counsel"), or at such other place, time or date as pxxxx xx shaxx xx xxreed upon by the Underwriters, on the one hand, Lead Managers and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M.10:00 A.M., New York City time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Securities), or such other time not later than ten business days after such date as shall be agreed upon by the Lead Managers and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment of the purchase price for the Firm Securities shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of the Securities to the Representatives in the form of one or more permanent global certificates (the "Global Securities"), registered in the name of Cede & Co., as nominee for The Depository Trust Company for the respective accounts of the several Underwriters. Upon delivery, the Firm Securities shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Closing Date. The Company will permit the Lead Managers to examine the Global Securities at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to $10,500,000 aggregate principal amount of Additional Securities (the "Option") at the same purchase price to be paid by the Underwriters for the Firm Securities as set forth in Section 2(a) above. The Underwriters may exercise the Option in whole or from time to time in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by giving written notice (the "Option Exercise Notice") of each election to exercise the Option after the date of this Agreement. Any Option Exercise Notice shall specify the principal amount of Additional Securities to be purchased by the Underwriters and the date on which such Additional Securities are to be purchased. Each purchase date must be at least two business days after the written notice is given, and may not be earlier than the closing date for the Firm Securities. (d) Payment of the purchase price for, and delivery of Global Securities representing, the Additional Securities shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by Bear Stearns and the Company. Payment of the purchase price fox xxx Xdditional Securities shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Securities to the Representatives registered in the name of Cede & Co., as nominee for The Depository Trust Company for the respective accounts of the several Underwriters. Upon delivery, the Additional Securities shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company will permit the Lead Managers to examine the Global Securities representing the Additional Securities at least one full business day prior to the Additional Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Companies agree to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchasepurchase from the Companies, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amounta price per Note equal to $518.19. One or more certificates in definitive form for the Notes and the related Guarantees that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Issuer Companies at least 48 hours prior to the Closing Date, Date (as defined) shall be delivered by or on behalf of the Issuer to the UnderwritersCompanies, against payment by or on behalf of the Underwriters Initial Purchaser, of the purchase price therefor by wire transfer (same day funds), of immediately available funds to such the account of the Companies previously designated by it in writing or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompanies otherwise direct. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities Notes and the related Guarantees shall be made at the offices of Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on February 13August 21, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchaser and the Issuer, on the other hand, Companies may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer ------------ Companies will make such certificate or certificates for the Securities Notes and the related Guarantees available for checking and packaging by the Underwriters Initial Purchaser at the offices of DTC or its designated custodian in New York, New York, or York of CIBC Xxxxxxxxxxx Corp. at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $_____ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Representatives requests upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer (in same day funds), to such account or accounts as funds (the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Snelx & Xxxxxxxxx LLPXilmxx X.X.P., 000 One Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx at 10:00 Xxxxxxx 00000-0000 xx 9:30 A.M., New York Phoenix, Arizona time, on February 13__________, 20151996, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC the Company's transfer agent or its designated custodian in New York, New York, or registrar at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Firm Closing DateDate or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the facilities of the Depository Trust Company. (b) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3 The option granted hereby may be exercised as to all or any part of the Option Securities from time to

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwritersto, and each Underwriterof the Selling Securityholders, acting severally and not jointly, agrees to purchasesell to, each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders at a purchase price of $_____ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company and the Selling Securityholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through Company and the facilities Selling Securityholders, as their interests may appear. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx King & Spalding, 191 Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx at 10:00 Xxxxxxx, 00000 xx 9:30 A.M., New York City time, on February 13______ __, 2015, 1998; or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities and the Option Securities, as the case may be, available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date or the Option Closing Date, as the case may be. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Securityholders hereby grant to the several Underwriters options to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The options granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company, the Attorneys-in-Fact for the Selling Securityholders and GTCR Fund IV setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the options and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the options and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the options as provided herein, the Company and the Selling Securityholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the options as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the options are exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3 with respect to the sale of the Firm Securities, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each of the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company and the Selling Securityholders prior to the completion of the closing of

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, and each Underwriter, acting of the Underwriters severally and not jointly, agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Company, at 99.35[ ]% of their principal amount, the respective aggregate principal amounts of the Notes set forth opposite their respective names on Exhibit C hereto. The obligations of the Underwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names names, as the Underwriters request each Underwriter requests upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersCompany, against payment by or on behalf of the Underwriters Underwriters, of the purchase price therefor by wire transfer (same day funds), to of immediately available funds net of the overnight cost of such account or accounts as the Issuer shall specify prior funds to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company previously designated by it in writing. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx Cahixx Xxxxxx & Xxxxxxxxx LLPXeinxxx, 000 Xxxxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 00000, xx 9:00 A.M., New York time, on February 13[ ], 20151996, or at such other place, time or date as the Underwriters, on the one hand, Underwriters and the Issuer, on the other hand, Company may agree uponupon or as the Underwriters may determine pursuant to Section 7(i) hereof, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or York of CIBC Wood Gundy Securities Corp. at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date. The Issuers hereby confirm their engagement of Alex. Browx & Xons Incorporated and Alex. Browx & Xons Incorporated hereby confirms its engagement with the Issuers to render services as, a "qualified independent underwriter" within the meaning of Rules 2720(b)(15)(A) through (b)(15)(G) of the Conduct Rules of the NASD with respect to the offering and sale of the Securities. Alex. Browx & Xons Incorporated, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "Independent Underwriter."

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $__ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Xxxxxx & Xxxxxxxxx LLPXxxxxxx, 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxxxx, Xxx 00xx Xxxxx, Xxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 at 10:00 9:30 A.M., New York local time, on February August [13], 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuers agree to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Issuers the principal amount at 99.35maturity of Securities at a price equal to 70.70% of their the principal amountamount at maturity. One or more certificates in definitive form for the Notes Securities that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Issuer Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Issuers to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13May 20, 20152004, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the IssuerIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer Issuers will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchaser at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer agrees Company and the Selling Shareholder agree to issue and sell to the several Underwriterseach Underwriter, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company and the Selling Shareholder at a price of $16.1075 per share of Common Stock, the Notes in the respective principal amounts that number of Firm Shares set forth in Schedule A opposite such the name of each Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters . (b) Payment of the purchase price therefor and delivery of certificates for the Firm Shares shall be made at the offices of Xxxxxx, Xxxxx & Bockius LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by wire transfer the Underwriters, the Company and the Selling Shareholder. Such delivery and payment shall be made at 10:00 a.m. (same day funds)New York City time) on November 9, to 2007, or at such account or accounts other time and date as shall be agreed upon by the Issuer shall specify prior to Underwriters, the Company and the Selling Shareholder, but not more than three business days after the foregoing date (such time and date of payment and delivery being herein called the “Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date”). Delivery of the Notes Firm Shares shall be made to the Underwriters for their respective accounts against payment by each Underwriter of the respective aggregate purchase prices of the Firm Shares being sold by the Company and the Selling Shareholder to, or upon the order of, the Company and the Selling Shareholder by wire transfer payable in same day funds to the respective accounts specified by each of the Company and the Selling Shareholder. Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives Underwriters shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters. (c) In addition, on the one handbasis of the representations, warranties, covenants and agreements herein contained, but subject to the Issuerterms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of the Option Shares at the same purchase price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The option hereby granted may be exercised from time to time on or before the other hand, may agree upon, such time and 30th day after the date of delivery against payment being herein referred the Prospectus upon written or telegraphic notice by the Underwriters to the Company setting forth the number of shares of the Option Shares as to which each Underwriter is exercising the option and any Option Closing Date (as defined below). The number of the Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Shares to be purchased by each Underwriter as such Underwriter is purchasing of the Firm Shares, subject to such adjustments as the “Underwriters in its absolute discretion shall make to eliminate any fractional shares. The maximum number of Option Shares to be sold by the Company is 948,750 shares. (d) If the option provided for in Section (c) hereof is exercised after the third business day prior to the Closing Date.” The Issuer , the Company will make such certificate or certificates for deliver the Securities available for checking and packaging by Option Shares (at the expense of the Company) to the Underwriters at the offices of DTC or its designated custodian in New YorkXxxxxx, New YorkXxxxx & Xxxxxxx LLP, or at such other place as Deutsche Bank Securities Inc. may designate000 Xxxx Xxxxxx, not later than 1:00 P.M.Xxx Xxxx, New York City timeXX 00000, on the date specified by the Underwriters which shall be within three business days after exercise of said option (each such date and time of payment and delivery being herein called an “Option Closing Date”), against payment by each Underwriter, to, or upon the order of, the Company by wire transfer payable in same day prior funds to the account specified by the Company. Delivery of the Option Shares shall be made through facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. If settlement for the Option Shares occurs after the Closing Date, the Company will deliver to the Underwriters on any settlement date for the Option Shares, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Purchase Sale and Delivery of the Securities. (a) The Firm Securities. You have advised the Company that you have made and will make an offering of the Firm Securities purchased by you hereunder on the terms to be set forth in the Final Circular and in this Agreement, as soon after this Agreement is entered into as in your judgment is advisable. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuer agrees to issue and sell to the several UnderwritersInitial Purchasers agree, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase from the Notes in Company $500,000,000 of the respective aggregate principal amounts amount of Firm Securities set forth opposite such Underwriter’s their name on Schedule 1 A attached hereto from the Issuer at 99.35a purchase price of 100% of their the principal amount. One or more certificates in definitive form for amount thereof (the Notes that the Underwriters have agreed to purchase hereunder"Purchase Price") plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice if any, from February 7, 2000 to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf date of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateand delivery. Delivery of definitive certificates for the Notes Firm Securities to be purchased by the Initial Purchasers and payment therefor shall be made through by the facilities of The Depository Trust Company (“DTC”), unless and the Representatives shall otherwise instruct, and payment for the Securities shall be made Initial Purchasers at the offices of Xxxxxxx Xxxx Phleger & Xxxxxxxxx Xxxxxxxx LLP, 000 Xxxxxxx XxxxxxTwo Embarcadero Place, Xxx 0000 Xxxx Xxxx, Xxx Xxxx at 10:00 A.M.Xxxx, New York time, on February 13, 2015, Xxxxxxxxxx 00000 (or at such other placeplace as may be agreed upon among the Initial Purchasers and the Company), at 6:00 A.M., San Francisco time, (i) on the third (3rd) full business day following the first day that Securities are traded, (ii) if this Agreement is executed and delivered after 1:30 p.m., San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (iii) at such other time or and date not later than seven (7) full business days following the first day that Securities are traded as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upondetermine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 8 hereof), such time and date of payment and delivery against payment being herein referred to as called the “"First Closing Date.” "; provided, however, that if the Company has not made available to the Initial Purchasers copies of the Final Circular within the time provided in Section 2(e) hereof, the Initial Purchasers may, in its sole discretion, postpone the First Closing Date until no later that two (2) full business days following delivery of copies of the Final Circular to the Initial Purchasers. The Issuer will make such certificate certificates (including one or certificates more global certificates), if any, for the Firm Securities to be so delivered will be made available for checking and packaging by the Underwriters to FleetBoston Xxxxxxxxx Xxxxxxxx Inc. at the offices of DTC or its designated custodian in New York, New York, such office or at such other place location including, without limitation, in New York City, as Deutsche Bank Securities FleetBoston Xxxxxxxxx Xxxxxxxx Inc. may designate, not later than 1:00 P.M., New York City time, on the reasonably request for checking at least one (1) full business day prior to the First Closing Date and will be in such names and denominations as FleetBoston Xxxxxxxxx Xxxxxxxx Inc. may request, such request to be made at least two (2) full business days prior to the First Closing Date. To the extent that the Initial Purchasers so elect, delivery of the Firm Securities held in global certificates may be made by credit through full fast transfer to the accounts at The Depository Trust Company ("DTC") designated by the Initial Purchasers. (b) The Option Securities; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase, severally and not jointly, up to an aggregate principal amount of $150,000,000 of Option Securities from the Company at the Purchase Price plus accrued interest, if any, from February 7, 2000 to the date of payment and delivery to be paid by the Initial Purchasers for the Firm Securities. The option granted hereunder is for use by the Initial Purchasers. The option granted hereunder may be exercised at any time upon notice by the Initial Purchasers to the Company which notice may be given at any time within 45 days from the date of this Agreement. The time and date of delivery of the Option Securities, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Initial Purchasers and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Option Securities are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Option Securities (subject to such adjustments to eliminate fractional shares as the Initial Purchasers may determine) that bears the same proportion to the total principal amount of Option Securities to be purchased as the principal amount of Firm Securities set forth on Schedule A opposite the name of such ---------- Initial Purchaser bears to the total principal amount of Firm Securities. The certificates (including one or more global certificates), if any, for the Option Securities so to be delivered will be made available to FleetBoston Xxxxxxxxx Xxxxxxxx Inc. at such office or other location including, without limitation, in New York City, as FleetBoston Xxxxxxxxx Xxxxxxxx Inc. may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as FleetBoston Xxxxxxxxx Xxxxxxxx Inc. may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. To the extent that the Initial Purchasers so elect, delivery of the Option Securities in global form may be made by credit through full fast transfer to the accounts at DTC designated by the Initial Purchasers.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Issuer Company agrees to issue and sell to each of the several Underwriters, severally and not jointly, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $9.765 per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s Underwriter in Column (a) of SCHEDULE III hereto and (B) each of the Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters, severally and not jointly, the number of Firm Securities set forth opposite the name on Schedule 1 hereto of such Selling Stockholder in Column (a) of SCHEDULE I or SCHEDULE II hereto, as the case may be, and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuer at 99.35% Selling Stockholders, severally and not jointly, the number of their principal amountFirm Securities set forth opposite the name of such Underwriter in Column (b) of SCHEDULE III hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery respective accounts of the Notes shall be made through Company and the facilities Selling Stockholders. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Hutcxxxx, Xxeexxx & Xxxxxxxxx LLPXittxxx, 000 X Professional Corporation, 101 Xxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx at 10:00 Xxxxxxxxxxxxx 00000 xx 9:30 A.M., New York time, on February 134, 20151998, or at such other place, time or date as the UnderwritersRepresentatives, on the one hand, Company and the Issuer, on the other hand, Selling Stockholders may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and each Selling Stockholder, severally and not jointly, hereby grant to the several Underwriters options to purchase, severally and not jointly, the number of Option Securities set forth opposite the name of such Underwriter in Column (c) of SCHEDULE III hereto with respect to the Selling Stockholders and in Column (d) of SCHEDULE III hereto with respect to the Company. The options granted hereby (i) shall be exercised FIRST as to the shares subject to such options which are offered by the Selling Stockholders as set forth opposite the name of such Selling Stockholder in Column (b) of SCHEDULE I or at SCHEDULE II hereto, as the case may be, PRO RATA among the Selling Stockholders based upon the percentage obtained for each Selling Stockholder by computing a fraction the numerator of which is the number of shares so offered by a Selling Stockholder as set forth opposite the name of such other place Selling Stockholder in Column (b) of SCHEDULE I or SCHEDULE II hereto, as Deutsche Bank the case may be, and the denominator of which is the total number of shares so offered by all Selling Stockholders (calculated by figuring the sum of the "total" rows of Column (b) in each of SCHEDULE I and SCHEDULE II hereto) and SECOND as to the shares subject to such options which are offered by the Company and (ii) subject to the preceding clause (i), may be exercised as to all or any part of the Option Securities Inc. may designatefrom time to time within thirty days after the date of the Prospectus (or, not later than 1:00 P.M., New York City timeif such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Selling Stockholder from whom such option is being exercised (and the Attorneys-in-Fact) and/or the Company, as the case may be, setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising such option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of such option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Stockholders (and the Attorneys-in-Fact) and/or the Company, as the case may be, may agree upon or as the Representatives may determine (c) The Company and each Selling Stockholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or any Selling Stockholder. Furthermore, in the event that the Underwriters wire funds to the Company or any Selling Stockholder prior to the completion of the closing of a purchase of Securities, the Company and each Selling Stockholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and each Selling Stockholder will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company or any Selling Stockholder to the Underwriters on the same day the wired funds were received by the Company or any Selling Stockholder, the Company and each Selling Stockholder agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis --------------------------------------------- of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $______ per Common Share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:30 A.M., New York time, on February 13________, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex- dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire the Wired Funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the --------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwritersto, and each Underwriterof the Selling Securityholders, acting severally and not jointly, agrees to purchasesell to, each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders, at a purchase price of $_____ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amount2 hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company and the Attorneys-in-Fact at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through Company and the facilities Selling Securityholders, as their interests may appear. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Pillsbury Madison & Xxxxxxxxx Sutro LLP, 000 Xxxxxxx Xxxxxxxxxx Xxxxxx, Xxx XxxxSan Francisco, Xxx Xxxx California at 10:00 9:30 A.M., New York time, on February 13__, 2015, 2000 or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Credit Suisse First Boston Corporation at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City timeexercise date shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Attorneys-in-Fact setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Credit Suisse First Boston Corporation. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, and each Underwriter, acting Underwriter severally and not jointly, and each Underwriter severally and not jointly agrees to purchase, purchase from the Notes in Company the respective aggregate principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 98.524% of their the aggregate principal amountamount thereof. One The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment of the purchase price for, and delivery of, the Securities shall be made at the office of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 (“Underwriter Counsel”), or more certificates at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the tenth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in definitive form accordance with the terms of this Agreement) following the effective date of this Agreement or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Date”). It is understood that each Underwriter has authorized the Representatives, for its own account, to accept delivery of, receipt for, and make payment of the purchase price for the Notes that the Underwriters have Securities which it has agreed to purchase. Payment of the purchase hereunder, and price for the Securities shall be made by wire transfer in such denomination or denominations and registered in such name or names as the Underwriters request upon notice same day funds to the Issuer Company at the bank account designated in writing by the Company at least 48 hours one business day prior to the Closing Date, shall be delivered by or on behalf of the Issuer against delivery to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities nominee of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment ) for the Securities shall be made at the offices respective accounts of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on of one or more global notes representing the one handSecurities (collectively, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for checking and packaging inspection by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (c) If one of the Underwriters shall fail at the Closing Date to purchase the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for itself, any non-defaulting Underwriter, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the amount of the Defaulted Securities does not exceed 10% of the amount of Securities to be purchased on such date, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof (in proportion to the amount of Securities set forth opposite their respective names in Schedule I hereto); or (ii) if the amount of Defaulted Securities exceeds 10% of the amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 2(c) shall relieve any defaulting Underwriter from liability in respect of its default.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, and at a purchase price of $_____ per share of Common Stock, (A) the Issuer Company agrees to issue and sell to the several Underwriters, and the Underwriters severally and not jointly, agree to purchase from the Company the number of Securities set forth opposite the respective names of the Underwriters in Column (1) of Schedule 1 hereto and (B) each UnderwriterSelling Stockholder, acting severally and not jointly, agrees to purchasesell to the Underwriters, a pro rata portion of the Notes in the respective principal amounts total number of Securities set forth opposite the name of such Underwriter’s name on Selling Stockholder in Column (1) of Schedule 1 hereto from the Issuer at 99.35% of their principal amount. 2. (b) One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through Company and the facilities Custodian. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Stroock & Xxxxxxxxx LLPStroock & Lavax XXX, 000 Xxxxxxx Xxxxxx180 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx at 10:00 00000 xx 9:30 A.M., New York time, on February 13________ __, 20152000, or at such other place, time or date as the UnderwritersRepresentatives, on the one hand, Company and the Issuer, on the other hand, Selling Stockholders may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company and the Custodian will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or by Prudential Securities Incorporated, at least 24 hours prior to the Firm Closing Date. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and certain of the Selling Stockholders designated on Schedule 2 hereto grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within (thirty) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and to such Selling Stockholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Company and such Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 10 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company and such Selling Stockholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and such Selling Stockholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, calculated as set forth in (a) above, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (d) Each of the Company and each Selling Stockholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Stockholders. Furthermore, in the event that the Underwriters wire funds to the Company and to the Custodian prior to the completion of the closing of a purchase of Securities, each of the Company and each Selling Stockholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Stockholder will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. If the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company and the Selling Stockholder to the Underwriters on the same day the Wired Funds were received by the Company and the Selling Stockholder, each of the Company and the Selling Stockholder agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (e) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Company and the Selling Securityholders severally agree to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company and the Selling Securityholders, at a purchase price of $____________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amount2 hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through Company and the facilities Selling Securityholders. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Messrs. Xxxxxx & Xxxxxxxxx LLPXxxxxx L.L.P., 000 Xxxxxxx 0000 Xxxxxx, Xxx XxxxHouston, Xxx Xxxx Texas 77002, at 10:00 A.M.9:30 a.m., New York time, on February 13____________, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Shearman & Sterling, 599 Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 00000 xx 9:30 A.M., New York time, on February 13__________, 20152000, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3[, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities]. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within (thirty) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $___ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Cleary, Gottlieb, Xxxxx & Xxxxxxxxx LLPXxxxxxxx, 000 Xxxxxxx XxxxxxOne Liberty Plaza, Xxx XxxxNew York, Xxx Xxxx New York, at 10:00 9:30 A.M., New York time, on February 13November __, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any of the Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for the Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds (such funds, the "Wired Funds") to the Company prior to the completion of the closing of a purchase of the Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of the Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Xxxxxx & Xxxxxxxxx LLPXxxxxxx, 000 Xxxxxxx Xxxx 0xx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 at 10:00 6:30 A.M., New York local time, on February 13__________, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex- dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wire Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wire Funds are not returned by it, in same-day funds, interest on the amount of such Wire Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter on Schedule 1 hereto from Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of 97.442% of their the aggregate principal amount. One or more certificates in definitive form for amount (the Notes that “Purchase Price”). (b) Payment of the Underwriters have agreed to purchase hereunderPurchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLPDechert LLP at 0000 X Xxxxxx XX, 000 Xxxxxxx XxxxxxXxxxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, X.X. 00000 or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on January 25, on 2021 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Date, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall be delivered at the Closing Date through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Issuer Company agrees to issue and sell to 1,750,000 Firm Securities, (ii) each of the several Underwriters, and each Underwriter, acting severally and not jointly, Underwriters agrees to purchasepurchase from the Company at a purchase price of [$ ] per share, the Notes in the respective principal amounts an aggregate number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunderhereunder from the Company, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer (in same day funds), to such account or accounts as funds (the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Cruttenden Xxxx & Xxxxxxxxx LLPIncorporated, 000 Xxxxxxx 00000 Xxx Xxxxxx, Xxx XxxxXxxxx 000, Xxx Xxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M.6:30 a.m., New York Pacific time, on February 13December _____, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC the Company's transfer agent or its designated custodian registrar at least 24 hours prior to the Firm Closing Date or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the book-entry facilities of the Depository Trust Company. (b) For the sole purpose of covering any over-allotments in New York, New York, or at such other place connection with the distribution and sale of the Firm Securities as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City timecontemplated by the Prospectus, on the basis of the covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the several Underwriters an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 45 days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the American Stock Exchange is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 3(b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds received by it to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wired funds are not returned by it, in same-day funds, interest at the Prime Rate as stated in the Wall Street Journal on the date hereof on the amount of such wire funds received by them.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuers agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes (and the related Guarantees) in the respective principal amounts set forth opposite such Underwriter’s name their respective names on Schedule 1 II attached hereto from the Issuer at 99.35[ ]% of their principal amount. One or more certificates in definitive form for the Notes and Guarantees that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Issuers to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Issuer Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13November 14, 20151996, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Issuers will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian BT Securities Corporation in New York, New York, or at such other place as Deutsche Bank BT Securities Inc. Corporation may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, : (i) the Issuer Company agrees to issue and sell up to 10,000,000 Units to the several Underwriters for a purchase price of $_____ per Unit (representing a 9% discount to the public offering price); and (ii) each of the Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchaseuse its best efforts to offer and sell such Units to the public for a purchase price of $_____ per Unit, in compliance with all applicable federal, state and local laws and the rules of any self-regulatory authority to which the Underwriter is a member. (b) The offering period (the “Offering Period”) shall commence on the date hereof and shall continue until the earlier of the date on which 10,000,000 Units have been purchased (and payment therefor received as described below) or the close of business on June __, 2004 (unless extended at the discretion of the Company and you to a date not later than July __, 2004, such termination date being hereinafter referred to as the “Offering Termination Date”); provided, however, that unless at least 1,000,000 Units (the “Minimum Offering”) are purchased for (and payment therefor is received by the Escrow Agent) on or before the Offering Termination Date, no Units shall be sold and all payments received by the Escrow Agent shall be refunded promptly to the prospective investors, without interest. Transmittal of all payments for Units shall be made by you in accordance with the procedures of Rule 15c2-4 of the rules and regulations of the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this regard, the Notes Company and you shall enter into an Escrow Agreement with Bank of America, N.A. or such other banking institution acceptable to you (the “Escrow Agreement’). All payments for Units shall be made by (i) wire transfer to the Escrow Agent for the Company’s account and, if received by you, shall be transmitted by you to the Escrow Agent no later than the next business day following receipt thereof or (ii) authorization to your respective clearing firms for the debiting of the purchaser’s customer securities account. Funds paid by purchasers shall be deposited in an escrow account maintained with the Escrow Agent, and purchases may not, subject to applicable state securities or “blue sky” laws or regulations, be terminated or funds withdrawn by purchasers. Funds debited from customer securities accounts maintained with your respective clearing firms shall be transmitted to the escrow account maintained by the Escrow Agent on the next business day following such debit. The interest, if any, earned on funds deposited in the respective principal amounts set forth opposite escrow account shall be distributed to the Company if the offering is completed and described herein or, if the offering is terminated without any Units being sold, shall be paid to you and shall be used for the payment of expenses incurred by you in connection with the offering. Your agency hereunder is coupled with an interest and, therefore, is not terminable by the Company without your permission, except as otherwise expressly so provided in this Section 3, and shall continue until the Offering Termination Date. Any termination of your agency or of this Agreement shall be without obligation on your part or on the part of the Company except as provided in Section 5 hereof, and except that if the Minimum Offering is consummated the provisions of Sections 5 and 7 hereof shall survive any termination of this Agreement. The Company shall have the sole right to accept offers to purchase Units and may reject any such Underwriter’s name offer in whole or in part. You shall have the right to reject any offer to purchase received by you in whole or in part, and any such rejection shall not be deemed a breach of your agreement contained herein. It is understood and agreed that nothing in this Agreement, including, without limitation, your agreement to use your best efforts to solicit offers to purchase the Units, shall prevent you from entering into any agency agreements, underwriting agreements or similar agreements governing the offer and sale of securities with any other issuer or issuers of securities and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person. If on Schedule 1 hereto or prior to the Offering Termination Date at least 1,000,000 Units have been purchased and the funds therefor have been deposited with the Escrow Agent, you shall so notify the Company. Provided that the Company accepts such purchases, and subject to the other terms and conditions of this Agreement, delivery of any payment for the Units shall be made at a closing to be held at the offices of Xxxxxx & Xxxxx LLP, 00 Xxxxxxx Xxxxxxxxx Boulevard, Suite 505, Uniondale, New York 11553 at 10:00 a.m., New York City time, on the third full business day after the date on which you so notify the Company as provided in the immediately preceding sentence or such other day, time and place as shall be agreed upon in writing by the Company and you. Thereafter (but not later than the Offering Termination Date) one or more additional closings may be agreed upon between you and the Company. The date and hour of each such delivery and payment are herein called a “Closing Time.” Payment for the Units purchased from the Issuer at 99.35% of their principal amount. One Company shall be made to the Company or to its order by the Escrow Agent, acting upon instructions from you pursuant to the Escrow Agreement, and delivered to the Company by the Escrow Agent by one or more certified or official bank check or checks or wire transfer or transfers payable in same day funds. Such payment shall be made upon delivery of certificates in definitive form for the Notes that the Underwriters have agreed Units to purchase hereunder, and in such denomination or denominations and you against receipt therefor signed by you. The Units to be delivered at a closing shall be registered in such name or names and shall be in such denominations as the Underwriters request upon notice to the Issuer you, at least 48 hours two business days before the related Closing Time, may request, and shall be made available to you for inspection, checking and packaging by you in New York, New York, not later than 10:00 a.m., New York City time, on the last business day prior to such Closing Time. (c) The Company hereby acknowledges that the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment wire transfer by or on behalf of the Underwriters of the purchase price therefor for any Securities does not constitute the closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile transmission or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer (of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds), to interest on the amount of such account or accounts Wired Funds in an amount representing the Underwriters’ cost of financing as reasonably determined by Noble. (d) It is understood that you, individually and not as the Issuer Representative, may (but shall specify prior not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to the Closing Date, or be purchased by such means as the parties hereto Underwriter or Underwriters. No such payment shall agree prior to the Closing Date. Delivery relieve such Underwriter or Underwriters from any of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, its or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Datetheir obligations hereunder.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer Company at 99.3598.5% of their principal amount. One or more certificates in definitive form or global form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13March 17, 20152011, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Issuer Company agrees to issue and sell to 600,000 Firm Securities, and (ii) each of the several Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company, the Notes in the respective principal amounts at a purchase price of [$ ] per share, an aggregate number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amount2 hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunderhereunder from the Company, and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer (in same day funds), to such account or accounts as funds (the Issuer shall specify prior "Wired Funds") to the Closing Date, account of the Company. The certificates for the Option Securities that the several Underwriters have agreed to purchase hereunder from the Selling Stockholders shall be delivered in accordance with the terms of the custody agreement by or by such means as on behalf of the parties hereto shall agree prior Selling Stockholders to the Closing Date. Delivery Representative for the respective accounts of the Notes shall be made through Underwriters against payment by or on behalf of the facilities Underwriters of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, aggregate purchase price therefor at any such closing. Such delivery of and payment for the Firm Securities shall be made at the offices of Gibsxx, Xxnn & Xrutxxxx XXX, 2029 Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 Xxxxxxx, Xxxxxxxxxx 00000, xx 6:30 A.M., New York Pacific time, on February 13April __, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representative and the Issuer, on the other hand, Company may agree uponupon or as the Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representative at the offices of DTC the Company's transfer agent or its designated custodian registrar at least 24 hours prior to the Firm Closing Date or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the facilities of the Depository Trust Company. (b) For the sole purpose of covering any over-allotments in New York, New York, or at such other place connection with the distribution and sale of the Firm Securities as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City timecontemplated by the Prospectus, on the basis of the several (and not joint) covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, each of the Selling Stockholders hereby grants to the several Underwriters an option to purchase, severally and not jointly, so many of the Option Securities set forth opposite the name of such Selling Stockholder in Schedules 1-A and 1-B. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the Closing Date.exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company and each of the Selling Stockholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuer, the Guarantors and the Subordinated Guarantor agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes (including the related Guarantees and Subordinated Guarantee) in the respective principal amounts set forth opposite such Underwriter’s name their respective names on Schedule 1 I attached hereto from the Issuer at 99.3599.75% of their principal amountamount plus accrued interest from April 1, 2006. One or more certificates in definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx Paul, Weiss, Rifkind, Wharton, & Xxxxxxxxx Xxxxxxxx LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13April 18, 20152006, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriter and each Underwriter, acting severally and not jointly, the Underwriter agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Company the Firm Securities at 99.35a purchase price of 97.25% of their the principal amount. One or more certificates in definitive form for amount thereof (the Notes that the Underwriters have agreed to purchase hereunder“Purchase Price”) plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice if any, from February 14, 2008 to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf date of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters and delivery. (b) Payment of the purchase price therefor for, and delivery of certificates representing, the Firm Securities shall be made at the office of Xxxxx Xxxx & Xxxxxxxx, (“Underwriter’s Counsel”) in Menlo Park, California, or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on February 14, 2008, or such other time and date as Bear Xxxxxxx and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Securities shall be made by wire transfer (in same day funds), funds to such account or accounts as directed in writing by the Issuer shall specify prior Company upon delivery of certificates for the Firm Securities to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made Underwriter through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment ) for the respective accounts of the Underwriter. Certificates for the Firm Securities shall be registered in such name or names and shall be in such denominations as the Underwriter may request. The Company will permit the Underwriter to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter, acting severally and not jointly, the option to purchase up to $15,000,000 aggregate principal amount of Additional Securities, for the sole purpose of covering over-allotments in the sale of Firm Securities by the Underwriter. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirteenth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate principal amount of Additional Securities as to which the option is being exercised and the date and time, as reasonably determined by Bear Xxxxxxx, when the Additional Securities are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. Notwithstanding the foregoing, any Additional Closing Date must be within the 13-day period beginning on and including the Closing Date. Upon any exercise of the option as to all or any portion of the Additional Securities, the Underwriter agrees to purchase from the Company the Additional Securities specified in the exercise notice at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. (d) Payment of the purchase price for and delivery of the Additional Securities shall be made at the offices office of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New YorkUnderwriter’s Counsel, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Underwriter and the Company, not later than 1:00 P.M.at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by Bear Xxxxxxx and the Company. Payment of the purchase price for the Additional Securities shall be made by wire transfer in same day prior funds to or as directed in writing by the Company upon delivery of the Additional Securities to the Closing DateUnderwriter through the facilities of DTC for the respective accounts of the Underwriter. (e) The Firm Securities and Additional Securities, as the case may be, to be purchased by the Underwriter hereunder will be represented by one or more definitive global certificates in book-entry form which will be deposited by or on behalf of the Company with DTC or its designated custodian. (f) The Company and the Guarantors acknowledge and agree that (i) the terms of this Agreement and the Offering (including the pricing terms of the Offering) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriter or between the Company and the Guarantors has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters, (iii) the Underwriter’s obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) the Company and Guarantors have obtained such legal, tax, accounting and other advice as they deem appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and they are not relying on the Underwriter with respect to any such matters.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter on Schedule 1 hereto from Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of (i) 101.639% of their the aggregate principal amount. One or more certificates in definitive form for amount of the Notes that Securities, plus (ii) accrued and unpaid interest from December 15, 2020 up to, but not including, the Underwriters have agreed to purchase hereunderClosing Date (as defined below) (the “Purchase Price”). (b) Payment of the Purchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLPDechert LLP at 0000 X Xxxxxx XX, 000 Xxxxxxx XxxxxxXxxxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, X.X. 00000 or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on March 10, on 2021 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Date, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall be delivered at the Closing Date through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several UnderwritersPurchasers, and each Underwriter, acting severally and not jointly, of the Purchasers agrees to purchasepurchase from the Company the number of Units, at the Notes in the respective principal amounts purchase price for such Units, each as set forth opposite such Underwriter’s name on the names of the Purchasers in Schedule 1 hereto from hereto. The obligations of the Issuer at 99.35% of their principal amountPurchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Notes Securities that the Underwriters Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Purchasers request upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersPurchasers, against payment by or on behalf of the Underwriters Purchasers of the purchase price therefor by wire transfer (same same-day funds), payable to such account or accounts as upon the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through the facilities Company in immediately available funds. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx Cahill Gordon & Xxxxxxxxx LLPReindel, 000 Xxxxxxx Xxxxxx80 Pine Street, Xxx XxxxNew York, Xxx Xxxx at 10:00 A.M.xx xr axxxx 0:00 X.X., New York timeXxx Xxxx Xxxx xxxx, on February 13xx Xxxx 10, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Purchasers and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Purchasers at the offices of DTC or its designated custodian in New York, New York, or York of BT Securities Corporation at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, each Underwriter and each Underwriter, acting severally and not jointly, Underwriter agrees to purchasepurchase from the Company, at a purchase price per [ ] of $[ ], the Notes in the respective principal amounts number or amount of Securities set forth opposite such Underwriter’s name their respective names on Schedule 1 I hereto from the Issuer at 99.35% together with any additional number or amount of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed Securities which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice pursuant to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf provisions of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters Section 9 hereof. (b) Payment of the purchase price therefor for, and delivery of certificates representing, the Securities shall be made at the office of [ ] (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Lead Manager and the Company, at [10:00 a.m.], New York City time, on the third or (as permitted under Rule 15c6-1 promulgated under the Exchange Act) [ ] business day following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A promulgated under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) [ ] business day (unless postponed in accordance with the provisions of Section 9 hereof) after the determination of the public offering price of the Securities), or such other time not later than 10 business days after such date as shall be agreed upon by the Lead Manager and the Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Securities shall be made by wire transfer (in same day funds), funds to such account or accounts as directed by the Issuer shall specify prior Company upon delivery of certificates for the Securities to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made Representative through the facilities of The Depository Trust Company (“DTC”), unless for the Representatives shall otherwise instruct, and payment respective accounts of the several Underwriters. Certificates for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, registered in such name or at names and shall be in such other place, time or date denominations as the Underwriters, on Lead Manager may request at least two business days before the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” . The Issuer Company will make permit the Lead Manager to examine such certificate or certificates for the Securities available for checking and packaging by the Underwriters delivery at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the least one full business day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained (except as may be otherwise specified in Schedule 1) and subject to the terms and conditions herein set forth and therein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company and each of the Selling Securityholders, severally and not jointly, at a purchase price set forth in Schedule 1 hereto, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amount3 hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and each of the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through Company and each of the facilities Selling Securityholders. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLPdate, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, time and place identified in Schedule 1 hereto or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and each of the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New York, York of the Company's transfer agent or registrar at such other place as Deutsche Bank the Representatives and the Company may agree at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities Inc. as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may designatebe exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, not later than 1:00 P.M., New York City timeif such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 10 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each of the Selling Securityholders hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and each of the Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company and each of the Selling Securityholders prior to the completion of the closing of a purchase of Securities, the Company and each of the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and each of the Selling Securityholders will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company or any of the Selling Securityholders to the Underwriters on the same day the Wired Funds were received by the Company and each of the Selling Securityholders, the Company and each of the Selling Securityholders agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by the Representatives. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer Company at 99.3597% of their ---------- principal amount. One or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13July 21, 20152000, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing ------- Date.” " The Issuer Company will make such certificate or certificates for the Securities ---- available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer UIC agrees to issue and sell to the several Underwriters, and each Underwriter, acting of the Underwriters severally and not jointly, agrees to purchasepurchase from UIC, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount, the respective aggregate principal amounts of the Notes set forth opposite their respective names on Exhibit A-1 hereto. The obligations of the Underwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request each Underwriter requests upon notice to the Issuer UIC at least 48 hours two business days prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersUIC, against payment by or on behalf of the Underwriters Underwriters, of the purchase price therefor (less an amount equivalent to payment of interest at the then applicable Federal Funds Rate on the purchase price of the Securities for one (1) day) by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior check of immediately available funds to the Closing Date, or account of UIC previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Bakex & Xostxxxxx, 0000 Xxxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx at 00000, xx 10:00 A.M., New York a.m. local time, on February 13October __, 20151996, or at such other place, time or date as the Underwriters, on the one hand, Underwriters and the Issuer, on the other hand, UIC may agree uponupon or as the Underwriters may determine pursuant to Section 7(a) hereof, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuer " UIC will make such certificate or certificates for the Securities Notes available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in [New York, New York, or ] of BT Securities Corporation at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersPurchaser, and each Underwriter, acting severally and not jointly, Purchaser agrees to purchasepurchase from the Company, 2,200 shares of Series G Stock at $1000.00 per share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Series G Stock, for no additional consideration, the Notes in Purchaser and MAG will receive Warrants to purchase the respective principal amounts set forth opposite such Underwriter’s name number of shares of Common Stock equal to $1,100,000 divided by the Ceiling Price. The closing of the transactions described herein (the “Closing”) shall take place at a time and on Schedule 1 hereto from a date (the Issuer at 99.35% of their principal amount“Closing Date”) to be specified by the parties, which will be no later than 5:00 p.m. (Pacific time) on November 8, 2004. One or more On the Closing Date, the Company shall deliver (a) certificates in definitive form for the Notes that Series G Stock, (b) Warrants, (c) the Underwriters have agreed to purchase hereunderSubscription Agreement, Certificate of Designation and Registration Rights Agreement, each duly executed on behalf of the Company, and (d) the Opinion of Counsel in such denomination or denominations and registered in such name or names the form attached hereto as the Underwriters request upon notice to the Issuer at least 48 hours prior to Exhibit C. On the Closing Date, Purchaser shall be delivered deliver (i) One Million Six Hundred Fifty Thousand Dollars ($1,650,000), such amount constituting 75% of the Purchase Price, by or wire transfer of immediately available funds to an account as directed by the Company, and (ii) the Subscription Agreement and Registration Rights Agreement, each duly executed on behalf of the Issuer Purchaser and MAG. The Closing will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at the Closing will be deemed to be taken simultaneously. Upon the Closing, Purchaser shall deliver (a) to the UnderwritersCompany, against payment by or on behalf the sum of $1,615,000; (b) to MAG, the sum of 100% of the Underwriters Due Diligence Fee or $20,000, and legal fees in the amount of $15,000. Provided that Company is not in default under Paragraph 10(i) (iv) or (v) hereof, the Purchaser covenants and agrees to pay, within two trading days after Company files the Registration Statement (as defined in Paragraph 9 below), the balance of the purchase price therefor Purchase Price or $550,000 to an account designated by Company in writing by wire transfer (same day of immediately available funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company at a price of $12.758 per share of Common Stock, the Notes in the respective principal amounts that number of Firm Shares set forth in Schedule A opposite the name of such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters . (b) Payment of the purchase price therefor and delivery of certificates for the Firm Shares shall be made at the offices of Xxxxxx, Xxxxx & Bockius LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by wire transfer the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (same day funds)New York City time) on July 5, to 2007, or at such account or accounts other time and date as shall be agreed upon by the Issuer shall specify prior to Representative and the Company, but not more than three business days after the foregoing date (such time and date of payment and delivery being herein called the “Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date”). Delivery of the Notes Firm Shares shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the respective aggregate purchase prices of the Firm Shares being sold by the Company, to or upon the order of, the Company by wire transfer payable in same day funds to the accounts specified by the Company. Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives Representative shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters. (c) In addition, on the one handbasis of the representations, warranties, covenants and agreements herein contained, but subject to the Issuerterms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of the Option Shares at the same purchase price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The option hereby granted may be exercised from time to time on or before the other hand, may agree upon, such time and 30th day after the date of delivery against payment being herein referred the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of shares of the Option Shares as to which the several Underwriters are exercising the option and any Option Closing Date. The number of the Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, subject to such adjustments as the “Closing Date.” Representative in its absolute discretion shall make to eliminate any fractional shares. The Issuer will make such certificate or certificates for the Securities available for checking and packaging maximum number of Option Shares to be sold by the Underwriters at Company is 750,000 shares. (d) If the offices of DTC or its designated custodian option provided for in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on Section (c) hereof is exercised after the third business day prior to the Closing Date, the Company will deliver the Option Shares (at the expense of the Company) to the Representative at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, on the date specified by the Representative which shall be within three business days after exercise of said option (each such date and time of payment and delivery being herein called an “Option Closing Date”), against payment by the several Underwriters through the Representative thereof to, or upon the order of, the Company by wire transfer payable in same day funds to the account specified by the Company. Delivery of the Option Shares shall be made through facilities of The Depository Trust Company unless the Representative shall otherwise instruct. If settlement for the Option Shares occurs after the Closing Date, the Company will deliver to the Representative on any settlement date for the Option Shares, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, and each Underwriter, acting Underwriter severally and not jointly, and each Underwriter severally and not jointly agrees to purchase, purchase from the Notes in Company the respective aggregate principal amounts amount of Notes set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 98.988% of their the aggregate principal amountamount thereof. One The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. (b) Payment of the purchase price for, and delivery of, the Securities shall be made at the office of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 (“Underwriter Counsel”), or more certificates at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the fifth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in definitive form accordance with the terms of this Agreement) following the effective date of this Agreement or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Date”). It is understood that each Underwriter has authorized the Representatives, for its own account, to accept delivery of, receipt for, and make payment of the purchase price for the Notes that the Underwriters have Securities which it has agreed to purchase. Payment of the purchase hereunder, and price for the Securities shall be made by wire transfer in such denomination or denominations and registered in such name or names as the Underwriters request upon notice same day funds to the Issuer Company at the bank account designated in writing by the Company at least 48 hours one business day prior to the Closing Date, shall be delivered by or on behalf of the Issuer against delivery to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities nominee of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment ) for the Securities shall be made at the offices respective accounts of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on of one or more global notes representing the one handSecurities (collectively, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for checking and packaging inspection by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (c) If one of the Underwriters shall fail at the Closing Date to purchase the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for itself, any non-defaulting Underwriter, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the amount of the Defaulted Securities does not exceed 10% of the amount of Securities to be purchased on such date, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof (in proportion to the amount of Notes set forth opposite their respective names in Schedule I hereto); or (ii) if the amount of Defaulted Securities exceeds 10% of the amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 2(c) shall relieve any defaulting Underwriter from liability in respect of its default.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, purchase from the Notes in Issuer the respective principal amounts number of Securities set forth opposite such Underwriter’s name on in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof, at a price per Share and accompanying Series 1 hereto from Warrant and Series 2 Warrant of $5.875 (the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder“Purchase Price”), and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer for each Pre-Funded Warrant and accompanying Series 1 Warrant and Series 2 Warrant shall be the Purchase Price less $0.001 per Pre-Funded Warrant Share. (same day funds), a) Payment for the Securities to such account or accounts as the Issuer shall specify prior be sold hereunder is to be made in immediately available funds against delivery of Securities to the Closing Date, or by such means as Representative for the parties hereto shall agree prior to the Closing Date. Delivery several accounts of the Notes shall Underwriters. Such payment is to be made through the facilities of The the Depository Trust Company (“DTC”)Company, unless the Representatives shall otherwise instructNew York, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York time, on February 13, 2015, the second business day after the date of this Agreement or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Issuer shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for Delivery of the Securities available for checking Shares shall be made through the facilities of the Depository Trust Company and packaging delivery of the Warrants shall be made by physical delivery to be received by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not Representative no later than 1:00 P.M., New York City time, on the day prior to 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.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell and the Selling Securityholders agree to sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company and the Selling Securityholders, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company and the Selling Securityholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through Company and the facilities Custodian. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Alstxx & Xxxxxxxxx Xird LLP, 000 Xxxxxxx 1201 Xxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx at 10:00 Xxxxxxx 00000-0000 xx 9:30 A.M., New York time, on February 13October __, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Selling Securityholders hereby grant to the several Underwriters option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within (thirty) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters (c) The Company and the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company and the Custodian prior to the Closing Datecompletion of the closing of a purchase of Securities, the Company and the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Custodian will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company and the (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell the Securities to the several Underwriters, Purchasers and each Underwriter, acting the Purchasers severally and not jointly, agrees agree to purchase, purchase (the Notes in “Purchase”) from the Company the respective principal amounts amount of the Notes and number of Warrants set forth opposite such Underwriter’s name next to their names on Schedule 1 hereto from A hereto. (b) The closing of the Issuer purchases under this Agreement (the “Closing”) shall be made at 99.35% the offices of their principal amount. One Xxxxxxxxx Xxxxxxx, LLP, MetLife Building, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York time), on the Closing Date, or more certificates in definitive form for at such other place, time or date as the Notes that Purchaser and the Underwriters have agreed to purchase hereunderCompany may agree. (c) At the closing of the Purchase, the Securities shall be issued and sold in such denomination or denominations and registered in such name or names as the Underwriters Purchasers shall request upon notice to the Issuer Company at least 48 hours prior to the Closing Date, as the case may be, as instructed by each Purchaser. The Company shall make the certificates representing the Securities available for inspection by the Purchasers at least 24 hours prior to the Closing Date. Delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Purchaser hereunder. Each Security shall be delivered by or on behalf of the Issuer Company to the Underwriterseach Purchaser, against payment by or on behalf of the Underwriters Purchaser of the purchase price therefor by wire transfer in same-day funds to an account designated by the Company. (same day funds)d) At the Closing, the Company shall deliver, or cause to be delivered, to such account or accounts each Purchaser: (i) An original set of all definitive Transaction Documents executed by the Company and each other party thereto other than the Purchasers, which include: (A) The Escrow Agreement, in the form attached hereto as Exhibit B; (B) The Security Agreement, in the Issuer shall specify prior to form attached hereto as Exhibit C; (C) The Registration Rights Agreement, in the form attached hereto as Exhibit D; and 13 (D) The Guaranty, in the form attached hereto as Exhibit E. (ii) an opinion, dated the Closing Date, or of Xxxxxxxxx Xxxxxxx, LLP, counsel for the Company, addressing substantially the matters set forth in Exhibit F hereto; (iii) a certificate executed by such means as a duly authorized officer of the parties hereto shall agree prior Company to the effect that the representations and warranties of the Company contained in this Agreement (x) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date. Delivery with the same force and effect as if made as of the Closing and (y) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date with the same force and effect as if made as of the Closing, and except in the case of clause (y) above for such failure of such representations and warranties to be true and correct that would not have, individually or in the aggregate, a Material Adverse Effect, and (ii) the covenants and agreements contained in this Agreement to be complied with by the Company on or before the Closing shall have been complied with in all material respects; (iv) any documents or filings reasonably requested by the Purchasers to perfect the security interest in the Collateral created pursuant to the Security Agreement; (v) evidence of the consummation of the acquisition of the Florida battery manufacturing facility as described in the Private Placement Memorandum; and (vi) such other documents as any Purchaser or the Collateral Agent may reasonably request. (e) At the Closing, each Purchaser shall deliver to the Company executed signature pages for all definitive Transaction Documents to which such Purchaser is a party. (f) At the Closing, the Company shall deposit with the Escrow Agent pursuant to the Escrow Agreement a cash amount in money market accounts yielding sufficient proceeds (based upon the stated yield of such money market accounts) to equal when due the sum of (i) the aggregate amount of the first four (4) scheduled interest payments on all of the Notes and (ii) the maximum payment obligation that might arise on August 1, 2007, pursuant to Section 11(b) below (in each case, for the avoidance of doubt, solely with respect to the Company’s obligations under this Agreement and the Securities determined on the assumption that all of the Notes issued hereunder remain Outstanding in full on each such Interest Payment Date and such August 1, 2007 Redemption Date). Pursuant to the Escrow Agreement, the assets held in escrow thereunder shall be made through released to the facilities of The Depository Trust Holders and/or the Company in accordance with the Escrow Agreement. (“DTC”)g) At the Closing, unless the Representatives Company shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015have delivered, or at such other placecaused to be delivered, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing DateCollateral Agent the certificates representing the securities and investment property set forth in Section 4 of the Perfection Certificate (as such term is defined in the Security Agreement).

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersUnderwriters and the Underwriters agree, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of 97.5% of the Notes in principal amount thereof plus accrued interest, if any, the respective principal amounts of Securities set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters in Schedule I hereto, subject to adjustments in accordance with Section 12 hereof. (b) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of the Securities shall be made at the offices office of Xxxxxxx Xxxx & Sangra Moller, 0000 Xxxxxxxxx LLPXxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx XX X00 0X0 (the "Closing Location"), Xxx Xxxx or at 10:00 A.M.such other place as may be agreed upon by you and the Company, at 9:00 a.m., New York time, on February 1314, 2015, 2005 (the "Time of Delivery") or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Securities to be delivered to you shall be registered in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will make such certificate or certificates for be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. The Company will permit you to examine the Global Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the least one full business day prior to the Closing Date. (c) Payment for the Securities to be sold hereunder is to be made to the Company by wire transfer of immediately available (same day) funds to the bank accounts designated by the Company against delivery of the Global Securities to the Representatives for the several accounts of the Underwriters through the facilities of DTC or its designated custodian (the "Designated Office"). (d) The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 6(p) hereof, will be delivered at the Closing Location. A meeting will be held at the Closing Location at 4:00 p.m., Vancouver Time on the business day preceding such Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentences will be available for review by the parties hereto or their representatives. 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.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each Underwriter, acting severally and not jointly, jointly agrees to purchasepurchase from the Company, the Notes in the respective principal amounts at a price of $5.40 per Share and $.18 per Warrant, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter’s name on Schedule 1 hereto from , subject to such adjustment as the Issuer at 99.35% Representative in its discretion shall make to eliminate any sales or purchases of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed fractional shares, plus any additional numbers of Firm Securities which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice pursuant to the Issuer at least 48 hours prior to the Closing Date, provisions of Section 14 hereof. The initial public offering price per Share shall be delivered by or on behalf of $6.00 and the Issuer to the Underwriters, against payment by or on behalf of the Underwriters initial public offering price per Warrant shall be $.20. (b) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery and delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment certificates for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Beckman & Xxxxxxxxx LLPMillman, 000 Xxxxxxx XxxxxxP.C., Xxx Xxxx116 John Street, Xxx Xxxx at 10:00 A.M.New York, New York time, on February 13, 201510004, or at suxx xxxxr pxxxx xx shall be xxxxxx xxxx by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on the third business day following the date on which the Registration Statement has been declared effective (the "Effective Date") or at such earlier time and date or other place, time or and date as shall be agreed upon by the Underwriters, on the one hand, Representative and the Issuer, on the other hand, may agree upon, Company not later than third business days after such third business day (such time and date of payment and delivery against payment being herein referred to as called the “"Closing Date.” The Issuer will make such certificate or "). Delivery of the certificates for the Firm Securities shall be made to you, for the respective accounts of the Underwriters, against payment by you, for the respective accounts of the Underwriters, of the purchase price for the Firm Securities by certified or official bank checks payable in same day funds or by wire transfer of immediately available funds, to the order of the Company. Certificates for checking the Firm Securities shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and packaging by shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the offices of DTC Closing Date. The certificates for the Firm Securities shall be made available to the Representative at such office or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Representative may designatedesignate for inspection, not checking and packaging no later than 1:00 P.M., New York City time, 9:30 a.m. on the last business day prior to the Closing Date. (c) The Additional Securities shall be purchased by the Underwriter from the Company as provided herein. This option may be exercised only to cover over-allotments in the sale of Shares and Warrants by the Underwriter. This option may be exercised by you on the basis of the representations, warranties, covenants, and agreements herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the forty-fifth day following the date that the Registration Statement is declared effective by the Commission, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, the name or names in which the certificates for the Shares and Warrants (the "Additional Securities") underlying such Additional Securities are to be registered, the authorized denominations in which such Additional Securities are to be issued, and the time and date, as determined by the Underwriter, when such Additional Securities are to be delivered (each such time and date are herein called an "Additional Closing Date") (references herein to the Closing Date shall mean the Closing Date referred to in section 5(a) hereof and/or any Additional Closing Date, if any, as the context requires, unless otherwise specifically provided herein); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. (d) Payment of the purchase price of $5.40 per Share and $.18 per Warrant and delivery of certificates for the Additional Securities shall be made at the offices Beckman & Millman, P.C., 116 John Street, New York, New York 10004, or at xxxx xthex xxxxx as shall xx xxxxxx xxxx by the Representative and the Company. Delivery of the certificates for the Additional Securities shall be made to you, for the respective accounts of the Underwriters, against payment by you, for the respective accounts of the Underwriters, of the purchase price for the Additional Securities by certified or official bank checks payable in same day funds or by wire transfer of immediately available funds, to the order of the Company. Certificates for the Additional Securities shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date. The certificates for the Additional Securities shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Additional Closing Date. You have advised the Company that each Underwriter has authorized you to accept delivery of its Securities, to make payment and to deliver a receipt therefor. You, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by you by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell the Firm Shares to the several UnderwritersDepositary and cause the Depositary to issue Depositary Shares to the Underwriters and the Underwriters agree, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of [ ] per Depositary Share, the Notes in the respective principal amounts numbers of Depositary Shares set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters in Schedule A hereto. The Company will cause to be delivered against payment of the purchase price therefor by wire transfer the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (same day funds), to such account or accounts “Global Securities”) deposited with the Depositary as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of custodian for The Depository Trust Company (“DTC”)) and registered in the name of Cede & Co., unless as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the Representatives shall otherwise instruct, and payment limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Hovnanian Enterprises, Inc. or as the Company specifies at the offices office of Xxxxxxx Xxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxx at 10:00 A.M., (New York time), on February 13[ ], 20152005, or at such other place, time or date not later than seven full business days thereafter as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, may agree uponCompany determine, such time and date of delivery against payment being herein referred to as the “First Closing Date.,” against delivery to the Depositary as custodian for DTC of the Global Securities representing all of the Securities. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Depositary Shares sold pursuant to the offering. The Issuer Global Securities will make be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Depositary Shares at the purchase price per Depositary Share (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Depositary Shares. The Company agrees to issue Optional Shares to the Depositary, and to cause the Depositary to issue to the Underwriters Optional Depositary Shares, the number of such certificate Optional Depositary Shares to equal the number specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Depositary Shares. Such Depositary Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Depositary Shares set forth opposite such Underwriter’s name bears to the total number of Firm Depositary Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Depositary Shares. No Optional Depositary Shares shall be sold or delivered unless the Firm Depositary Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Depositary Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Depositary Shares, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Depositary Shares is given. The Company will issue the Optional Shares to the Depositary and cause the Depositary to deliver the Optional Depositary Shares being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Hovnanian Enterprises, Inc. or as the Company specifies, at the above office of Xxxxx Xxxx & Xxxxxxxx. The certificates for the Securities Optional Depositary Shares being purchased on each Optional Closing Date will be Global Securities, in such denominations and registered in the name of Cede & Co., as nominee for DTC, and will be made available for checking and packaging by the Underwriters at the offices above office of DTC or its designated custodian Xxxxx Xxxx & Xxxxxxxx at a reasonable time in New York, New York, or at advance of such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Optional Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to (a) The Securities. Upon the terms and conditions herein set forth, each of the Issuer Issuers and the Guarantor agrees to issue and sell to the several Underwriters, and each Underwriter, acting severally and not jointly, agrees all of the Securities, and the Underwriters agree, severally and not jointly, to purchasepurchase from the Issuers and the Guarantor, the aggregate principal amount of the Notes in the respective principal amounts set forth opposite such Underwriter’s name on their names in Schedule 1 hereto from A, under the Issuer column heading “Aggregate Principal Amount of Notes to be Purchased”, at 99.35a purchase price of 97.64% of their the principal amountamount thereof (the “Purchase Price”), in each case on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth. (b) The Closing Date. One or more Subject to the terms and conditions hereof, delivery of certificates for the Securities in definitive form for the Notes that to be purchased by the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities therefor shall be made at the offices of Xxxxxxx Xxxx Cravath, Swaine & Xxxxxxxxx Xxxxx LLP, 000 Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, 00000 (or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M.be agreed to by the Company and the Representatives) at 9:00 a.m., New York City time, on October 7, 2019, or such other time and date not later than 2:00 p.m., New York City time, on October 7, 2019, as the day prior Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The Company hereby acknowledges that the Representatives and the Company may mutually agree to postpone the Closing Date as originally scheduled or as contemplated by the provisions of Section 11 hereof.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuer, the Guarantors and the Subordinated Guarantor agree to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchase, the Notes in (including the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer related Guarantees and Subordinated Guarantee) at 99.3597.750% of their principal amountamount plus accrued interest from September 29, 2005. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Issuer at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx Paul, Weiss, Rifkind, Wharton, & Xxxxxxxxx Xxxxxxxx LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13September 29, 20152005, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchaser at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx Xxxxxx Godward LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxXxxxx, Xxx Xxxx Xxxxxxxxxx 00000, at 10:00 6:30 A.M., New York San Diego time, on February 13__________, 20151999, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.of

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterssell, and each Underwriterthe Initial Purchasers agree, acting severally and not jointly, agrees to purchasepurchase from the Company, $250,000,000 aggregate principal amount of Securities at a purchase price equal to 98.25% of the Notes in the respective principal amounts amount thereof set forth opposite such Underwriter’s Initial Purchasers name on Schedule 1 hereto from the Issuer at 99.35% of their principal amountA hereto. One or more certificates in definitive form or global form, as instructed by the Initial Purchasers, for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers for the account of the Initial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same in same-day funds), to such account or accounts as the Issuer shall specify prior funds to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on February 13August 2, 20152010, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the New York offices of DTC or its designated custodian in New York, New York, or Xxxxxx Xxxxxx & Xxxxxxx LLP (“Counsel for the Initial Purchasers”) at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, each Underwriter and each Underwriter, acting severally and not jointly, agrees to purchase, purchase from the Notes in Company the respective principal amounts number of Firm Shares and Pre-Funded Warrants set forth opposite such Underwriter’s name their respective names on Schedule 1 I hereto from together with any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer at 99.35% provisions of their principal amountSection 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. One or more certificates in definitive form The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be $1.786 per share. The purchase price for the Notes that Pre-Funded Warrants to be paid by the several Underwriters have to the Company shall be $1.7766 per Pre-Funded Warrant. (b) The closing of the issuance of the Firm Shares and Pre-Funded Warrants shall be held at the office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Underwriters’ Counsel”), or at such other place as shall be agreed to purchase hereunderupon by the Representative and the Company, at 10:00 a.m., New York City time, on April 13, 2021, or such other time and in such denomination or denominations and registered in such name or names date as the Underwriters request Representative and the Company may agree upon notice to in writing (such time and date of payment and delivery being herein called the Issuer at least 48 hours prior to the “Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters ”). Payment of the purchase price therefor for the Firm Shares and Pre-Funded Warrants shall be made by wire transfer (in same day funds), to such account or accounts as the Issuer shall specify prior funds to the Closing Date, or accounts specified by such means as the parties hereto shall agree prior Company upon delivery of the Firm Shares and Pre-Funded Warrants to the Closing Date. Delivery of the Notes shall be made Representative through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment ) for the Securities respective accounts of the several Underwriters. The Firm Shares and Pre-Funded Warrants shall be made registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,980,039 Additional Shares at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at 10:00 A.M., New York any time and from time to time, in whole or in part on February 13, 2015, one or at such other place, time or date as the Underwritersmore occasions, on or before the one handthirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the Issuerdate and time, on as reasonably determined by the other handRepresentative, may agree upon, when the Additional Shares are to be delivered (any such date and time and date of delivery against payment being herein sometimes referred to as the an “Additional Closing Date.” The Issuer will make ”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such certificate Underwriter in Schedule I hereto (or certificates for such number increased as set forth in Section 10 hereof) bears to the Securities available for checking and packaging total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Underwriters Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. (d) The closing of the issuance of the Additional Shares shall be held at the offices office of DTC or its designated custodian in New York, New YorkUnderwriters’ Counsel, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M.at 10:00 a.m., New York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell sell, and each of the Selling Securityholders, severally and not jointly agrees to sell, to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company and each of the Selling Securityholders, severally and not jointly, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and each of the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or accounts designated by such means as the parties hereto shall agree prior to the Closing Date. Delivery Company and each of the Notes shall be made through the facilities Selling Securityholders. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Andrxxx & Xxxxxxxxx LLPXurtx X.X.P., 000 Xxxxxxx Texas Commerce Tower, 600 Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx at 10:00 Xxxxxxx, Xxxxx 00000 xx 9:30 A.M., New York time, on February 13November ___, 20151996, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and each of the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., the Company and New York City timeLife, severally and not jointly, hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to each of the Company and New York Life setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company and New York Life shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and New York Life, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each Selling Securityholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any shares does not constitute closing of a purchase and sale of the shares. Only execution and delivery of a receipt for shares by the Underwriters indicates completion of the closing of a purchase of the shares from the Company and each Selling Securityholder. Furthermore, in the event that the Underwriters wire funds to the Company and each Selling Securityholder prior to the completion of the closing of a purchase of shares, the Company and each Selling Securityholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the shares, by facsimile or otherwise, the Company and each Selling Securityholder will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of shares is not completed and the wire funds are not returned by the Company and each Selling Securityholder to the Underwriters on the same day the wired funds were received by the Company and each Selling Securityholder, the Company and each Selling Securityholder agree to pay to the Underwriters in respect of each day the wire funds are not returned by the Company or either of the Selling Securityholders, as the case may be, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject Subject to the terms and conditions herein and in exchange for the payment of the aggregate purchase price as set forthforth on the signature page hereto (the “Purchase Price”), the Issuer Company agrees to issue and sell to the several Underwriterseach Purchaser, and each Underwriter, acting severally and not jointly, and each Purchaser agrees to purchase, severally and not jointly, from the Notes Company, the number of Shares shown on the signature page hereto for the aggregate purchase price set forth below such Purchaser’s name. In connection with the purchase and sale of the Shares, for no additional purchase price, each Purchaser will receive warrants to purchase the number of shares of Common Stock shown on the signature page of this Agreement, which number will be forty percent (40%) of the number of Shares purchased by such Purchaser, subject to adjustments as set forth in the respective principal amounts set forth opposite such Underwriter’s name Warrants, substantially in the form attached hereto at Exhibit A . (a) The closing of the transactions described herein (the “Closing”) shall take place at a time and on Schedule 1 hereto from a date (the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for “Closing Date”) to be specified by the Notes that the Underwriters have agreed to purchase hereunderparties, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to which will be no later than 5:00 p.m. (Pacific Time) on December 28, 2007. (b) On the Closing Date, shall be delivered by or the Company will: (i) deliver the Subscription Agreement duly executed on behalf of the Issuer Company; (ii) deliver to its transfer agent irrevocable instructions to issue and deliver certificates for the Underwritersnumber of shares of Common Stock that the Purchasers have agreed to purchase, against payment by or in the names and amounts set forth on the signature pages hereto; (iii) issue and deliver the Warrants, in the names and amounts set forth on the signature page hereto; (iv) deliver a Registration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”) duly executed on behalf of the Underwriters Company; and (v) deliver a certificate of the purchase price therefor Chief Executive Officer of the Company, dated as of the closing date, certifying: (i) the adoption by wire transfer the Company’s Board of Directors of attached resolutions authorizing, among other things, the execution of the Transaction Documents and the consummation of the transactions contemplated therein, (same day funds)ii) the incumbency of the officer executing the Transaction Documents, (iii) that the representations and warranties contained in this Agreement are, to such account or accounts officer’s knowledge, true and correct as the Issuer shall specify prior to of the Closing Date, or and (iv) that the Company has performed all obligations and complied with all agreements, covenants and conditions required hereunder to be performed by such means as the parties hereto shall agree it prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company Closing. (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to c) On the Closing Date, each Purchaser will deliver (i) the Purchase Price by wire transfer of immediately available funds to an account previously designated in writing, and (ii) the Subscription Agreement duly executed on behalf of the Purchaser, and (iii) the Registration Rights Agreement duly executed on behalf of the Purchaser. (d) The Closing will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at the Closing will be deemed to be taken simultaneously.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuers agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule SCHEDULE 1 hereto from the Issuer Issuers at 99.35100.425% of their the principal amountamount of the Notes. One or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Issuers to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13June 7, 20152002, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date"CLOSING DATE.” " The Issuer Issuers will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to issue and sell to the several Underwriterseach Underwriter, and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchasepurchase from the Issuer, at a purchase price of $66.3250 per share, the Notes in amount of the respective principal amounts Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes II hereto; provided, that the Underwriters have agreed aggregate amount to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice be paid to the Issuer at least 48 hours prior to each of the First Closing Date, Date and any Option Closing Date by Xxxxxxx Xxxxx & Co. LLC shall be delivered reduced by or on behalf of the Issuer U.S. dollar amount paid by Xxxxxxx Sachs & Co. LLC to purchase the Underwriterspre-funded Underwritten Capital Increase Amount and Option Capital Increase Amount, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer respectively. (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. b) Delivery of the Notes shall Underwritten Securities to be made through purchased by the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, Underwriters and payment for the Securities therefor shall be made at the offices of Xxxxxxx Ropes & Xxxx & Xxxxxxxxx LLP, Prudential Tower, 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx Xxxxxxxxxxxxx 00000 (or such other place as may be agreed to by the Issuer and the Representatives) at 10:00 A.M.AM, New York timeCity Time, on February 13July 6, 20152020, or at such other place, time or on such later date not more than two Business Days after the foregoing date as the UnderwritersRepresentatives shall designate, on which date and time may be postponed by agreement between the one hand, Representatives and the Issuer, on Issuer or as provided in Section 9 hereof (the other hand, may agree upon, such time and date of delivery against payment being herein referred to as such closing are called the “First Closing Date.”). For purposes herein, “Business Day” The Issuer will make such certificate shall mean any day other than a Saturday, a Sunday or certificates for the Securities available for checking and packaging a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by the Underwriters at the offices of DTC or its designated custodian law to close in New York, New YorkYork or in Zug, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing DateSwitzerland.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Issuer Company agrees to issue and sell to each of the several Underwriters, severally and not jointly, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s Underwriter in Column (a), Schedule III hereto and (B) each of the Selling Stockholders agrees to sell to each of the Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each of the Selling Stockholders the number of Firm Securities set forth opposite the name on of such Underwriter in Column (b) of Schedule 1 hereto from the Issuer at 99.35% of their principal amountIII 11 12 hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery respective accounts of the Notes shall be made through Company and the facilities Selling Stockholders. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Testx, Xxrwxxx & Xhibxxxxx, XXP, High Street Tower, 125 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx at 10:00 Xxxxxxxxxxxxx 00000 xx 9:30 A.M., New York time, on February 13January ___, 20151998, or at such other place, time or date as the UnderwritersRepresentatives, on the one hand, Company and the Issuer, on the other hand, Selling Stockholders may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, each Selling Stockholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the number of Option Securities set forth opposite the name of such Underwriter in Column (c) of Schedule III hereto. The options granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Selling Stockholder from whom such option is being exercised setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising such option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of such option and, in any event, shall not be earlier than the Firm Closing Date.. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of such option as provided herein, such Selling Stockholder shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from such Selling Stockholder the number of Option Securities set forth opposite the name of Underwriter in Column (c) of Schedule III hereto in the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising such option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If such option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $15.04 per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amountI hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Stroock & Xxxxxxxxx Stroock & Xxxxx LLP, 000 Xxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 9:30 A.M., New York time, on February 13December 15, 20152000, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $[_____________] per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer (in same day funds), funds (the "Wired Funds") to an account specified by the Company. Documents required to be delivered pursuant to this Agreement in connection with such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Vinsxx & Xxxxxxxxx LLPXlkixx X.X.P., 000 Xxxxxxx 2300 First City Tower, 1001 Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Texas 77002-6760 at 10:00 A.M.9:00 a.m., New York Central time, on February 13April [____], 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representative and the Issuer, on the other hand, Company may agree uponupon or as the Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representative at the offices of DTC or its designated custodian location in New York, New YorkYork specified by the Representative at least 24 hours prior to the Firm Closing Date. (b) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representative but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representative and the Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 3(b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that you, individually and not as the Representative, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters, in respect of each day the wire funds are not returned by it, in same-day funds, interest at the Prime Rate as stated in the Wall Street Journal on the date hereof on the amount of such wired funds.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriter, acting severally and not jointly, Initial Purchaser agrees to purchasepurchase from the Company, the that principal amount of Senior Notes in the respective principal amounts as is set forth opposite such UnderwriterInitial Purchaser’s name on Schedule 1 I hereto from the Issuer at 99.3597.5% of their principal amount, representing a commission or discount of 2.5% in respect of placement and underwriting, plus accrued and unpaid interest thereon from and including November 15, 2001 to but excluding the Closing Date. One or more certificates in definitive global form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as with Securities to be sold pursuant to Rule 144A under the Underwriters request upon notice Act to be represented by a different global certificate than the Issuer at least 48 hours prior global certificate representing any Securities to be sold pursuant to Regulation S under the Closing DateAct, shall be delivered by or on behalf of the Issuer Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made Initial Purchasers through the facilities of The Depository Trust Company (“DTC”)) against payment by or on behalf of the Initial Purchasers of the purchase price therefor in United States dollars, unless by wire transfer (immediately available funds) to such bank account or accounts in the Representatives United States as the Company shall otherwise instruct, specify prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.a.m., New York time, on February 138, 20152002, at Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer global Securities in book-entry form will make such certificate be deposited on the Closing Date, by or certificates for on behalf of the Securities available for checking and packaging by the Underwriters at the offices of Company, with DTC or its designated custodian custodian, and registered in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.name of Cede & Co.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $___ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amountI hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxxx LLP(Illinois), 000 Xxxxxxx XxxxxxXxxx Xxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx Illinois 60606-1285, at 10:00 9:30 A.M., New York Chicago time, on February 13November ___, 20152000, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, the Guarantors agree to guarantee the Securities and each Underwriterthe Underwriters agree, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of 99.08% of the Notes in principal amount thereof, the respective principal amounts of Securities set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters in Schedule B hereto. The Company will deliver against payment of the purchase price therefor by wire transfer the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (same day funds), to such account or accounts “Global Securities”) deposited with the Trustee as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of custodian for The Depository Trust Company (“DTC”)) and registered in the name of Cede & Co., unless as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the Representatives shall otherwise instruct, and payment limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of X. Xxxxxxxxx Enterprises, Inc. or as the Company specifies at the offices office of Xxxxxxx Xxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxx at 10:00 A.M., (New York time), on February 13November 3, 20152003, or at such other place, time or date not later than seven full business days thereafter as the Underwriters, on the one hand, Representative and the Issuer, on the other hand, may agree uponCompany determine, such time and date of delivery against payment being herein referred to as the “Closing Date.,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Issuer Global Securities will make such certificate or certificates for the Securities be made available for checking and packaging by the Underwriters at the offices above office of DTC or its designated custodian in New York, New York, or Xxxxx Xxxx & Xxxxxxxx at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Securities upon the terms but subject to the conditions herein set forth and (ii) each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Firm Securities set forth in the second column of Schedule I opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, at a purchase price of $3.80 per share, payable on the Closing Date; provided that the purchase price with respect to the 5,500,000 of the Firm Securities sold to, or to entities affiliated with, the Company's chief executive officer, Xx. Xxxxxx Xxxxxx, and other executive officers and certain directors of the Company shall be $4.00 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of the Firm Shares to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company. Delivery of the Firm Securities to be purchased by the Underwriters and payment of the purchase price therefor to the Company shall be made at the offices of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP ("Underwriters' Counsel"), Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on April 26, 2017 (unless postponed in accordance with the provisions of Section 10), or such other time and date as the Underwriters shall designate by notice to the Company (the time and date of such closing are called the "Closing Date"). The Firm Shares will be delivered in such denominations and in such registrations as the Representatives requests in writing not later than the second full business day prior to the Closing Date (c) In addition, on the basis of the representations, warranties covenants and agreements herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Company hereby grants an overallotment option to issue the several Underwriters to purchase the Additional Securities at the price set forth in Section 2(a) above. The overallotment option granted hereby may be exercised in whole or in part by giving written notice within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters to the Company setting forth the number of Additional Securities as to which the several Underwriters are exercising the overallotment option and sell the time and date at which such certificates are to be delivered. The time and date at which Additional Securities are to be delivered shall be determined by the Representatives but shall not be earlier than two nor later than 10 full business days after the exercise of such overallotment option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Additional Closing Date"). If the date of exercise of the overallotment option is two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Additional Closing Date. The number of Additional Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Additional Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities. You, as Representatives of the several Underwriters, and each Underwritermay cancel such overallotment option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, acting severally and not jointlyif any, agrees to purchasethat the overallotment option is exercised, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form payment for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, Additional Securities shall be delivered by or made on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer Additional Closing Date in federal (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made ) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. (“DTC”)d) [Reserved]. (e) Deliveries of the documents described in Section 6 hereof with respect to the purchase of Firm Securities or Additional Securities, unless as the Representatives shall otherwise instructcase may be, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York City time, on February 13, 2015at the office of Underwriters' Counsel, or at such other placeplace and time as shall be agreed upon by the Underwriters and the Company on the Closing Date, time or date on the Additional Closing Date, as the Underwriterscase may be. (f) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Securities) were negotiated at arm's length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company, on the one hand, and the IssuerUnderwriters, on the other hand, may agree uponhas been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriters have advised or are advising any such time party on other matters, (iii) the Underwriters' obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety; and date (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. (g) The Company agrees that the Company will pay all transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of delivery against payment being herein referred the Firm Securities or Additional Securities, if any, to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging be sold by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior Company to the Closing Date.Underwriters or otherwise in connection with the performance of the obligations of the Company hereunder;

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter on Schedule 1 hereto from Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of 98% of their the aggregate principal amount. One or more certificates in definitive form for amount (the Notes that “Purchase Price”). (b) Payment of the Underwriters have agreed to purchase hereunderPurchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx Blank Rome LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, XX 00000 or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on January 19, on 2022 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Date, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall be delivered at the Closing Date through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 2 hereto from the Issuer Company at 99.35% of their principal amount and the Securities as set forth on Schedule 3 hereto at % of their principal amount. One Two or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 36 hours prior to the each respective Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Company shall specify prior to the each respective Closing DateDate (as defined below), or by such means as the parties hereto shall agree prior to the each respective Closing DateDate (as defined below). Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Skadden, Arps, Slate, Meagher& Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York time, on February 13September 18, 20152006, with respect to the Floating Rate Securities (the “Floating Rate Closing Date”) and on September 22, 2006 with respect to the Fixed Rate Securities (the “Fixed Rate Closing Date”, and each of the Fixed Rate Closing Date and the Floating Rate Closing Date a “Closing Date”) or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” . The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the each respective Closing Date.

Purchase Sale and Delivery of the Securities. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriters the Firm Shares upon the terms set forth herein. On the basis of the representations, warrantieswarranties and agreements contained herein, agreements and covenants herein contained and upon the terms but subject to the terms and conditions herein set forthforth herein, the Issuer agrees to issue and sell to the several UnderwritersUnderwriters agree, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase from the Notes in Company the respective principal amounts number of Firm Shares set forth opposite such Underwriter’s name their names on Schedule 1 hereto A. The purchase price to be paid by the Underwriters to the Company for the Firm Shares shall be $5.9375 per share (reflecting underwriting discounts and commissions of 5.0% from the Issuer at 99.35% public offering price of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer $6.25 per share). (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the b) The First Closing Date. Delivery of the Notes shall Firm Shares to be made through purchased by the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, Underwriters and payment for the Securities therefor shall be made at the offices of Xxxxxxx Xxxxxx Xxxxxx LLP at 0000 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000 (or such other place as may be agreed to by the Company and the Representative) at 10:00 A.M., New York 9:00 a.m. Houston time, on February 13June 19, 20152013, or at such other place, time or and date as shall be agreed upon by the UnderwritersRepresentative and the Company (the time and date of such closing are called the "First Closing Date"). (c) The Optional Shares; Option Closing Date. In addition, on the one handbasis of the representations, warranties and agreements contained herein, and upon the Issuerterms but subject to the conditions set forth herein, on the other handCompany hereby grants an option to the several Underwriters to purchase up to an aggregate of 1,725,000 Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may agree uponbe given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Shares are to be registered and (iii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or of certificates for the Securities available for checking Firm Shares and packaging such Optional Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called an "Option Closing Date" and shall be determined by the Underwriters at the offices of DTC Representative and shall not be earlier than two or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M.five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, New York City timeeach Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Securities. The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, initially on the day prior to terms set forth in the Closing DateTime of Sale Prospectus and the Prospectus, the Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersUnderwriter, and each UnderwriterUnderwriter agrees, acting severally and not jointlyto purchase from the Company, agrees to purchaseat a purchase price of $21.73 per share, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amountSecurities. One or more certificates in definitive form for the Notes Securities that the Underwriters have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Underwriter requests upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersUnderwriter, against payment by or on behalf of the Underwriters Underwriter of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx Skadden, Arps, Slate, Meagxxx & Xxxxxxxxx LLPXlom XXX, 000 Xxxxxxx 300 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx at 10:00 Xxxxxxx, Xxxxxxxxxx 00000, xx 9:30 A.M., New York time, on February 13December 23, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Underwriter and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Underwriter at the offices of DTC or its designated custodian in New York, New York, York of the Company's transfer agent or registrar or of the Underwriter at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date. (b) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriter of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriter indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriter wires funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriter executes and delivers a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriter as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriter on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriter, in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriter's cost of financing as reasonably determined by the Underwriter.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Company and the Guarantors agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterof the Initial Purchasers agrees, acting severally and not jointly, agrees to purchasepurchase the Securities, the Notes in the respective principal amounts set forth opposite such Underwriter’s name their names on Schedule 1 hereto from the Issuer I hereto, at 99.3597.250% of their principal amount. One or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), of immediately available funds payable to such account or accounts account as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., New York time, on February 13March 15, 20152002, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Banc Xxxx. Xxxxx Inc. in New York, New York, York or at such other place as Deutsche Bank Securities Banc Xxxx. Xxxxx Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject (a) Subject to the terms and conditions herein set forthof this Agreement, the Issuer Underwriters offer to purchase the Units, and by acceptance of this Agreement, the Company agrees to issue and sell to the several Underwriters, and each Underwriter, acting the Underwriters agree severally and not jointly, agrees to purchase, the Notes in the respective principal amounts percentages set forth opposite such Underwriter’s name on Schedule 1 hereto from out in Section 11 hereof, to purchase at the Issuer at 99.35% Closing Time, all, but not less than all, of the Units. (b) Each Underwriter shall use its commercially reasonable efforts to ensure that the compensation paid to any member of FINRA or person affiliated with a member of FINRA shall comply with FINRA Corporate Financing Rule 5110, and shall use its commercially reasonable efforts to ensure that all participating FINRA members are aware of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed obligations pursuant to purchase hereunderFINRA Rules 2730, 2740, 2420 and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf 2750. (c) The closing of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Offering shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made occur at the offices of Xxxxxxx Xxxx & Xxxxxxxxx Stikeman Elliott LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. shall be agreed upon by the Underwriters and the Company, at 6:00 a.m. (Vancouver time) (the “Closing Time”) on July 6, 2012, or such other time and date as the Underwriters and the Company may designateagree upon (acting reasonably) in writing, not later than 1:00 P.M.(such time and date of payment and delivery being herein called the “Closing Date”). Payment in respect of the purchase price for the Units shall be denominated in United States dollars, New York City timeand shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery by the Company to the Underwriters, in Xxxxxxx, Xxxxxxx, of the Units in electronic or certificated form as directed by the Underwriters. (d) Certificates for any Unit Shares and Warrants shall be in such denominations and registered in such names as RBC, on behalf of the Underwriters may request in writing at least two business days before the Closing Date. The Company will permit RBC on behalf of the Underwriters to examine such certificates for delivery at least one full business day prior to the Closing Date. At the option of RBC, on behalf of the Underwriters, delivery of the Units may be made to the Underwriters through the facilities of CDS Clearing and Depositary Services Inc. for the account of the Underwriters. (e) At the Closing Date the Company shall contemporaneously pay to the Underwriters the fee referred to in Section 4 of this Agreement and the expenses payable to the Underwriters pursuant to Section 5 of this Agreement, which payments may be deducted from the aggregate gross proceeds of the Offering payable by the Underwriters to the Company. (f) In the event the Over-Allotment Option is exercised in whole or in part, the Additional Units and/or Additional Warrants shall be deemed to form part of the Offering and all provisions and conditions relating to the Closing on the Closing Date shall apply to the Over-Allotment Closing on the Over-Allotment Closing Date. (g) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Units and commission with respect to the Offering) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) the Underwriters’ obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iii) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

Purchase Sale and Delivery of the Securities. On the basis of the --------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Alliance agrees to issue and sell to the several Underwriters, and each Underwriter, acting of the Underwriters severally and not jointly, agrees to purchasepurchase from Alliance, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35[ ]% of their principal amount, the respective aggregate principal amounts of the Notes set forth opposite their respective names on Exhibit B hereto. The obligations of the Underwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer Alliance at least 48 hours two business days prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersAlliance, against payment by or on behalf of the Underwriters Underwriters, of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior of immediately available funds to the Closing Date, or account of Alliance previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., a.m. New York time, on February 13[ ], 20151997, or at such other place, time or date as the Underwriters, on the one hand, Underwriters and the Issuer, on the other hand, Alliance may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuer " Alliance will make such certificate or ------------ certificates for the Securities Notes available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or York of BT Securities Corporation at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company at a price of $7.0125 per share of Common Stock, the Notes in the respective principal amounts that number of Firm Shares set forth in Schedule A opposite the name of such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters . (b) Payment of the purchase price therefor and delivery of certificates for the Firm Shares shall be made at the offices of Xxxxxx & Xxxxxx, L.L.P., 0000 Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, or at such other place as shall be agreed upon by wire transfer the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (same day funds)New York City time) on October 12, to 2005, or at such account or accounts other time and date as shall be agreed upon by the Issuer shall specify prior to Representative and the Company, but not more than three business days after the foregoing date (such time and date of payment and delivery being herein called the “Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date”). Delivery of the Notes Firm Shares shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the respective aggregate purchase prices of the Firm Shares being sold by the Company, to or upon the order of, the Company by wire transfer payable in same day funds to the accounts specified by the Company. Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives Representative shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters. (c) In addition, on the one handbasis of the representations, warranties, covenants and agreements herein contained, but subject to the Issuerterms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of the Option Shares at the same purchase price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. Said option may be exercised from time to time on or before the other hand, may agree upon, such time and 30th day after the date of delivery against payment being herein referred the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of shares of the Option Shares as to which the several Underwriters are exercising the option and any Option Closing Date. The number of the Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, subject to such adjustments as the “Closing Date.” Representative in its absolute discretion shall make to eliminate any fractional shares. The Issuer will make such certificate or certificates for the Securities available for checking and packaging maximum number of Option Shares to be sold by the Underwriters at Company is 825,000 shares. (d) If the offices of DTC or its designated custodian option provided for in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on Section (c) hereof is exercised after the third business day prior to the Closing Date, the Company will deliver the Option Shares (at the expense of the Company) to the Representative at Xxxxxx & Xxxxxx, L.L.P., 0000 Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, on the date specified by the Representative which shall be within three business days after exercise of said option (each such date and time of payment and delivery being herein called an “Option Closing Date”), against payment by the several Underwriters through the Representative thereof to, or upon the order of, the Company by wire transfer payable in same day funds to the account specified by the Company. Delivery of the Option Shares shall be made through facilities of The Depository Trust Company unless the Representative shall otherwise instruct. If settlement for the Option Shares occurs after the Closing Date, the Company will deliver to the Representative on any settlement date for the Option Shares, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthforth herein, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchasepurchase from the Company, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35a purchase price of 97.25% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior plus accrued interest from June 24, 1998, if any, to the Closing Date. (b) Notes to be purchased will be represented (i) in the case of Notes purchased by the Initial Purchaser, shall by one or more definitive global Notes in book-entry form which will be delivered deposited by or on behalf of the Issuer Company with The Depository Trust Company ("DTC") or its designated custodian and (ii) in the case of Notes purchased by an affiliate or agent of the Initial Purchaser outside the United States (the "International Purchaser"), by one or more definitive global Notes in book-entry form which will be deposited by or on behalf of the Company with DTC or its designated custodian for the benefit of Cedel Bank, Societe Anonyme, as operator of the Euroclear System, for credit to the Underwriters, account of such International Purchaser unless otherwise directed by such International Purchaser. The Company will deliver the Notes to Prudential Securities Incorporated against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer to the Company in Federal (same day day) funds), by causing DTC to such account or credit the Notes to the respective accounts of Prudential Securities Incorporated and the International Purchaser, as the Issuer shall specify case may be, at DTC. The Company will cause the certificates representing the Notes to be made available to Prudential Securities Incorporated for checking at least twenty-four hours prior to the Closing Date, or by such means Date (as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made defined below) at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices office of DTC or its designated custodian in New York(the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Notes, 9:30 a.m., New YorkYork City time, on June 24, 1998 or such other time and date as Prudential Securities Incorporated and the Company may agree upon in writing. Such time and date are herein called the "Closing Date." (c) The documents to be delivered at the Closing Date by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Notes and any additional documents requested by the Initial Purchaser pursuant to Section 7(g) hereof, will be delivered at such other place as Deutsche Bank Securities Inc. may designatetime and date at the offices of King & Spalding, not later than 1185 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (xxe "Closing Location"), and the Notes will be delivered at the Designated Office, all at the Closing Date. A meeting will be held at the Closing Location at 1:00 P.M.p.m., New York City time, on the day prior to New York Business Day next preceding the Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. (d) It is understood and acknowledged that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities in exchange therefor or in substitution thereof), shall bear a legend to the following effect: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $___ per Common Share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Winston & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx00 Xxxx Xxxxxx Xxxxx, Xxx Xxxx Chicago, Illinois, at 10:00 8:30 A.M., New York Chicago time, on February 13November ___, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire the Wired Funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, the Notes in purchase the respective principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to (i) 99.00% of their the principal amount. One or more certificates amount thereof, in definitive form for the Notes that case of the Underwriters have agreed to purchase hereunder2031 Notes, and (ii) 99.00% of the principal amount thereof, in such denomination or denominations and registered the case of the 2033 Notes, in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior each case plus accrued interest, if any, from April 6, 2021 to the Closing Date, shall subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Securities to be delivered by sold hereunder is to be made in Federal (same day) funds against delivery of one or on behalf more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Issuer to the Underwriters, against payment by or on behalf with any transfer taxes payable in connection with the sale of the Underwriters of Securities duly paid by the purchase price therefor by wire transfer (same day funds), Company. Such payment and delivery are to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”)Company, unless the Representatives shall otherwise instructNew York, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York time, on February 13, 2015, the third business day after the date of this Agreement or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment 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 Issuer Global Note will make such certificate or certificates for the Securities be made available for checking and packaging inspection by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Representative not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (c) It is understood that the Underwriters intend to offer the Securities for sale to the public at the price set forth in the Prospectus. (d) Any action by the Underwriters hereunder may be taken by Citigroup Global Markets Inc. on behalf of the Underwriters, and any such action taken by Citigroup Global Markets Inc. shall be binding upon the Underwriters.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements 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 $9.775 per Firm Share (which amount includes $0.275 per Firm Share to be held in the Trust Account as deferred underwriting discount, which is to be paid to the Underwriters only upon consummation of an initial Business Combination), the number of Firm Shares 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 Shares to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates (or in book entry form) therefor to the Representative for the several accounts of the Underwriters. 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 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 Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: seventy-one million, eight hundred twelve thousand, five hundred dollars ($71,812,500) (which amount includes the Underwriters’ deferred underwriting discount, and without giving effect to the over-allotment option) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of the Trust Agreement and the remaining one million, five hundred thousand dollars ($1,500,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of DTC) for the account of the Underwriters. The Firm Shares 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 Shares for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all the Firm Shares. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Company hereby grants an option to issue the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 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 sell to (ii) only once thereafter within 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at least 48 hours which such certificates are to be delivered. The time and date at which certificates for Option Shares 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, shall be delivered by or on behalf ”). If the date of exercise of the Issuer to the Underwriters, against payment by option is three or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to more days before the Closing Date, or by such means the notice of exercise shall set the Closing Date as the parties hereto shall agree prior to the Option Closing Date. Delivery The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Notes Firm Shares by the Underwriters. You, as 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 Shares shall be made on the Option Closing Date in Federal (same day) funds through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, drawn to the order of the Company. Payment for the Option Shares shall be made on the day prior Option Closing Date by wire transfer in Federal (same day) funds, as follows: $9.775 per Option Share sold shall be deposited in the Trust Account pursuant to the Closing DateTrust Agreement (which amount includes $0.275 per Option Share to be held in the Trust Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of an initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Shares except upon tender of payment by the Representative for all such Option Shares.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject (a) Subject to the terms and conditions herein set forthof this Agreement, the Issuer Underwriters offer to purchase the Offered Shares, and by acceptance of this Agreement, the Company agrees to issue and sell to the several Underwriters, and each Underwriter, acting the Underwriters agree severally and not jointly, agrees to purchase, the Notes in the respective principal amounts percentages set forth opposite such Underwriter’s name on Schedule 1 hereto from out in Section 11 hereof, to purchase at the Issuer at 99.35% Closing Time, all, but not less than all, of the Offered Shares. (b) Each Underwriter shall use its commercially reasonable efforts to ensure that the compensation paid to any member of FINRA or person affiliated with a member of FINRA shall comply with FINRA Corporate Financing Rule 5110, and shall use its commercially reasonable efforts to ensure that all participating FINRA members are aware of their principal amount. One or more certificates in definitive form for the Notes that obligations pursuant to FINRA Rules 2730, 2740, 2420 and 2750. (c) The Company and the Underwriters have agreed shall not distribute any Marketing Materials in connection with the Offering other than in accordance with this Section 3. (d) Subject to purchase hereunderthe prior written consent of the Company, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice may prepare and provide to any potential investor in connection with the Issuer at least 48 hours prior to the Closing DateOffering, shall be delivered any Marketing Materials reasonably required by or on behalf of the Issuer to the Underwriters, against payment such Marketing Materials to comply with applicable securities laws and to be acceptable in form and substance to the Company and its counsel, acting reasonably, and approved by the Company as contemplated by applicable securities laws. (e) The Company shall file a template version of any Marketing Materials in accordance with applicable securities laws as soon as reasonably practicable after such Marketing Materials are approved by the Company and the Underwriters and in any event on or on behalf before the day the Marketing Materials are first provided to any potential investor in connection with the Offering. (f) The closing of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Offering shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made occur at the offices of Xxxxxx Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. shall be agreed upon by the Underwriters and the Company, at 6:00 a.m. (Vancouver time) (the “Closing Time”) on June 6, 2014, or such other time and date as the Underwriters and the Company may designateagree upon (acting reasonably) in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment in respect of the purchase price for the Offered Shares shall be denominated in United States dollars, not later than 1:00 P.M.and shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, New York City timeagainst delivery by the Company to the Underwriters, in Xxxxxxx, Xxxxxxx, of the Offered Shares in electronic or certificated form as directed by the Underwriters. (g) Certificates for any Offered Shares shall be in such denominations and registered in such names as the Co-Lead Underwriters, on behalf of the Underwriters may request in writing at least two full business days before the Closing Date. The Company will permit the Co-Lead Underwriters on behalf of the Underwriters to examine such certificates for delivery at least one full business day prior to the Closing Date. At the option of the Co-Lead Underwriters, on behalf of the Underwriters, delivery of the Offered Shares may be made to the Underwriters through the facilities of CDS Clearing and Depositary Services Inc. for the account of the Underwriters. (h) At the Closing Date, the Company shall contemporaneously pay to the Underwriters the fee referred to in Section 4 of this Agreement and the expenses payable to the Underwriters pursuant to Section 5 of this Agreement, which payments may be deducted from the aggregate gross proceeds of the Offering payable by the Underwriters to the Company. (i) In the event the Over-Allotment Option is exercised in whole or in part, the Additional Shares shall be deemed to form part of the Offering and all provisions and conditions relating to the Closing on the Closing Date shall apply to the Over-Allotment Closing on the Over-Allotment Closing Date, unless otherwise agreed to in writing by the Co-Lead Underwriters on behalf of the Underwriters. (j) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Offered Securities and commission with respect to the Offering) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) the Underwriters’ obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iii) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of _______________ per Unit, which represents the public offering price set forth in the Prospectus less an underwriting discount of ten percent (10%), the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amountI hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representative request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Klehr, Harrison, Harvey, Branzburg & Xxxxxxxxx LLPEllerx XXX, 000 Xxxxxxx Xxxxxx200 Xxxxx Broxx Xxxeet, Xxx XxxxPxxxxxxxxxxx, XX 00000 xx 0:00 X.X., Xxx Xxxx at 10:00 A.M., New York timexime, on February 13__________, 20152002, or at such other place, time or date as the Underwriters, on the one hand, Representative and the Issuer, on the other hand, Company may agree uponupon or as the Representative may determine pursuant to Section 9 hereof, all in accordance with Rule 15c6-1 of the Exchange Act (as defined in Section 8 herein), such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representative at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Noble International Investments, Inc. at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities (the "Over-Allotment Option"). The purchase price to be paid for any Option Securities shall be the same price per Unit as the price per Unit for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq SmallCap Market (as defined in Section 5(m) herein) is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representative but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representative and Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities, and together with the Firm Closing Date, the "Closing Dates." Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) In connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Representative the right to receive on the Firm Closing Date and the Unit Purchase Option. The Unit Purchase Option will be exercisable into 32,500 Units for a five-year period, commencing one year after the effective date of the Registration Statement, at an exercise price of $22.80

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersUnderwriter, and each Underwriter, acting severally and not jointly, the Underwriter agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Company, $50,000,000 in principal amount of Securities at 99.35a purchase price of 101.602% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof plus accrued interest from May 15, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice 2004 to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf date of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters and delivery. Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of certificate(s) for, the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLPUBS Securities LLC, 000 Xxxxxxx Xxxxxx299 Park Avenue, Xxx XxxxNew York, Xxx Xxxx New York, at 10:00 A.M., a.m. New York time, on February 13Sxxxxxxxx 00, 2015, or at such other place, 0000 xx xx xxxx xxxxx time or and date thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuer will make such certificate " (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 not permitted by law or certificates executive order to be closed). Payment for the Securities available for checking and packaging to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Underwriters at Company, against delivery of the offices Securities to the Underwriter. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of DTC or its designated custodian in New YorkCede & Co., New Yorkas nominee for The Depository Trust Company ("DTC"), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, the Underwriter requests in writing not later than 1:00 P.M., New York City time, on the second full business day prior to the Closing Date. The single global certificate, or certificates if not in book-entry form, will be made available for inspection by the Underwriter at least one business day prior to the Closing Date at the office of the Underwriter or such other place as the Underwriter, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxx, Xxxxxxx Xxxx & Xxxxxxxxx Xxxxxxxxx, LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx Xxxxxxxxxxxxx 00000 at 10:00 9:30 A.M., New York time, on February 13__________, 20151999, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, each Selling Securityholder, severally and not jointly, hereby grants to the several Underwriters an option to purchase, the number of Option Securities set forth opposite the name of such Selling Securityholder in Schedule II hereto. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within (thirty) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). If the Underwriters exercise the over-allotment option in part, the number of Option Securities to be sold be each Selling Securityholder will be determined first on a pro-rata basis among the Selling Securityholders (based upon the percentage of the total number of Option Securities purchased from each Selling Securityholder obtained by dividing the total number of Option Securities offered by such Selling Securityholder by the aggregate number of Option Securities offered by the Selling Securityholders hereunder) up to the total number of Option Securites offered hereunder, and then from the Company. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholders (and the Attorneys-in-Fact) setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Securityholders may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholders shall become obligated to sell, severally and not jointly, to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. In the event that any of the Selling Securityholders fail to provide any portion of the Option Securities set forth opposite their name on Schedule 2 hereto, the Company shall become obligated to sell and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligation to purchase from the Company, such portion of the Option Securities. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Great Wolf Parties agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 I hereto from the Issuer Issuers at 99.35% of their principal amountthe price set forth on Schedule I hereto. One or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Great Wolf Parties to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxx & Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13April 7, 20152010, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer Issuers will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersStandby Underwriter, and each Underwriter, acting severally and not jointly, the Standby Underwriter agrees to purchasepurchase from the Company on a firm commitment basis at a price of $1.00 per share of common stock, up to a total of $15,000,000 (not exceeding 15,000,000 Shares), any Securities not subscribed to by the Notes Company's shareholders in the respective principal amounts set forth opposite such Rights Offering (the "Standby Securities"). The Standby Underwriter may act as sole underwriter or may form an underwriting group selected by the Standby Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters . (b) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery for and delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment certificates for the Standby Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York___________________, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Standby Underwriter and the Company. Such delivery and payment shall be made at 10:00 a.m. (Pacific Time) on __________, 2000 or at such other time and date as shall be agreed upon by the Standby Underwriter and the Company, but not later less than 1:00 P.M., New York City time, on ____ nor more than ________ full business days after the day prior to the Shareholder Closing Date.Date (such time and date of payment and delivery being herein called

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $_____ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amountI hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer (in same day funds), to such account or accounts as the Issuer shall specify prior funds to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx Weil, Gotshal & Xxxxxxxxx Xxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.a.m., New York timeCity time on _____ __, on February 13, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 5(e) hereof, the Representatives may, in their sole discretion, postpone the Firm Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date. If the Representatives so elect, delivery of the Firm Securities may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. (b) Solely, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two (2) business days or later than five (5) business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 3(b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for the Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by the Representatives.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Column (a) of Schedule 1 I hereto and (B) the Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuer Selling Stockholder at 99.35% a purchase price of their principal amount$_________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Column (b) of Schedule I hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Stockholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery respective accounts of the Notes shall be made through Company and the facilities Selling Stockholder. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxx, Xxxxxxx Xxxx & Xxxxxxxxx LLPXxxxxxxxx, 000 Xxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx Xxxxxxxxxxxxx 00000 at 10:00 9:30 A.M., New York time, on February 13__________, 20151999, or at such other place, time or date as the UnderwritersRepresentatives, on the one hand, Company and the Issuer, on the other hand, Selling Stockholder may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and the Selling Stockholder will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Stockholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or the Selling Stockholder. Furthermore, in the event that the Underwriters wire funds to the Company or the Selling Stockholder prior to the completion of the closing of a purchase of Securities, the Company and the Selling Stockholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Stockholder will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company or the Selling Stockholder to the Underwriters on the same day the Wired Funds were received by the Company or the Selling Stockholder, the Company and the Selling Stockholder agree to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $[_____] per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto; except as provided in Section 3(b), below. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx O'Melveny & Xxxxxxxxx LLP, 000 Myerx XXX; 275 Xxxxxxx Xxxxxx, Xxxxx 0000; Xxx XxxxXxxxxxxxx, Xxx Xxxx at 10:00 XX 00000-0000, xx 9:30 A.M., New York time, on February 13, 2015[_____], or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as (d) It is understood that any of you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $____ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from under the Issuer at 99.35% of their principal amountheading "U.S. Offering" (the "U.S. Firm Securities"). One With respect to the U.S. Firm Securities, one or more certificates in definitive form for the Notes U.S. Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the U.S. Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives through the facilities of Depository Trust Company ("DTC") for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of U.S. dollars in same-day funds (same day funds), the "U.S. Wired Funds") to the account of the Company designated by the Company and in a written notice to the Representatives three days prior to such account or accounts as transfer. The Company will cause the Issuer shall specify certificates representing the Shares to be made available for checking and packaging by the Representatives at least twenty-four hours prior to the Closing Date, time of delivery with respect thereto at the office of DTC or by such means as its designated custodian (the parties hereto shall agree prior to "Designated Office") [or Company's transfer agent or registrar] at the Closing Dateoffices in __________________. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the U.S. Firm Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx _________________________________ at 10:00 9:00 A.M., New York time, on February 13_____, 20151996, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"U.S. Firm Closing Date.” The Issuer will make " (b) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of [$____/SEK] per share, the number of Firm Securities set forth opposite the name of such certificate Underwriter in Schedule 1 hereto under the heading "International Offering" (the "International Firm Securities"). With respect to the International Firm Securities, one or more certificates in definitive form for the International Firm Securities available for checking that the several Underwriters have agreed to purchase hereunder, and packaging by in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Company at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 48 hours prior to the International Firm Closing Date., shall be delivered by or on behalf of the

Purchase Sale and Delivery of the Securities. Each Underwriter executing this Agreement on its own behalf and as Representative of the several Underwriters (the "Representative[s]") hereby represents and warrants to the Seller that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warrantieswarranties and agreements contained herein, agreements and covenants herein contained and but subject to the terms and conditions herein set forthforth herein, the Issuer Seller agrees to issue and sell to the several Underwriters, and each Underwriter, acting the Underwriters agree severally and not jointly, agrees to purchasepurchase from the Seller, the Notes in the respective principal amounts amount of each series or class of Securities set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters on Schedule I. The Securities are to be purchased at the purchase price set forth on Schedule II, plus accrued interest to the extent set forth in such Schedule. The Seller will deliver the Securities to the Representative[s] for the account of the Underwriters against payment of the purchase price therefor by wire transfer in immediately available funds, at the offices of General Motors Acceptance Corporation 3031 Xxxx Xxxxx Xxxxxxxxx, Xxx Xxxxxx Xxx, Detrxxx, Xxxxxxxx 00000, xx , at 10:00 a.m. (same day fundsNew York City time), to or at such account or accounts other time not later than seven business days thereafter as the Issuer shall specify prior Representative[s] and the Seller determine, such time being referred to as the "Closing Date." The Securities so to be delivered will be initially represented by Securities registered in the name of Cede & Co., or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities nominee of The Depository Trust Company (“"DTC”"), unless the Representatives shall otherwise instruct, and payment for . The interests of beneficial owners of the Securities shall will be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, represented by book entries on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices records of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank and participating members thereof. Definitive Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Datewill be available only under limited circumstances.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes Securities in the respective principal approximate amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.3598.721% of their aggregate principal amount. One or more certificates in definitive form or global form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13January 25, 20152017, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Xxxxx Fargo Securities, LLC in New York, New York, or at such other place as Deutsche Bank Securities Inc. Xxxxx Fargo Securities, LLC may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersPurchaser, and each UnderwriterPurchaser agree to purchase from the Company, acting severally 12,000 shares of Series A Stock at $100.00 per share in the amounts shown on the signature page hereto. In connection with the purchase and not jointlysale of Series A Stock, agrees to purchasefor no additional consideration, the Notes Purchaser and MAG will receive Warrants to purchase up to an aggregate number of shares of Common Stock as set forth in the respective principal amounts Registration Rights Agreement attached hereto as Exhibit D, subject to adjustment as set forth opposite such Underwriter’s name in paragraph 1 above. The closing of the transactions described herein (the "CLOSING") shall take place at a time and on Schedule 1 hereto from a date (the Issuer at 99.35% of their principal amount"CLOSING DATE") to be specified by the parties, which will be no later than 5:00 p.m. (Pacific time) on October 29, 2004. One or more On the Closing Date, the Company shall deliver (a) certificates in definitive form for the Notes that Series A Stock in the Underwriters have agreed to purchase hereundernames and amounts set forth on the signature page hereto, (b) Warrants, in the names and amounts set forth on the signature page hereto, (c) the Subscription Agreement, Certificate of Designation and Registration Rights Agreement, each duly executed on behalf of the Company, and (d) the Opinion of Counsel in such denomination or denominations and registered in such name or names the form attached hereto as the Underwriters request upon notice to the Issuer at least 48 hours prior to Exhibit C. On the Closing Date, Purchaser shall be delivered deliver (i) 50% of the Purchase Price or $600,000 by or wire transfer of immediately available funds to an escrow account mutually acceptable to the parties, and (ii) the Subscription Agreement and Registration Rights Agreement, each duly executed on behalf of the Issuer Purchaser and MAG. The Closing will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at the Closing will be deemed to be taken simultaneously. Upon receipt of written confirmation from MAG that all documents and instruments have been duly executed and delivered, the escrow holder shall release (a) to the UnderwritersCompany, against payment by the sum of $470,000, (b) to MAG, the Due Diligence Fee or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand$60,000, and the Issuerlegal fees in the amount of $10,000, on and (c) to Ascendiant Securities, LLC, the other handsum of $60,000. Provided that Company is not in default under Paragraph 10(i) (iv) or (v) hereof, may agree uponthe Purchaser covenants and agrees to pay, such time and date within two trading days after Company files the Registration Statement (as defined in Paragraph 9 below), the balance of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate Purchase Price or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York$600,000, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing DateCompany.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell sell, and Xxxx X.X. Xxxxxxx, the Selling Stockholder, agrees to sell, to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company and Xxxx X.X. Xxxxxxx, at a purchase price of $[________] per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amountI hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and Xxxx X.X. Xxxxxxx to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Xxxxx, Xxxxxxx Xxxx & Xxxxxxxxx LLPXxxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx LLP at 10:00 9:30 A.M., New York City time, on February 13__________, 20152000, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and another Selling Stockholder, Xxxxx X. Xxxxxxx, hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend," an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and Xxxxx X. Xxxxxxx setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company and Xxxxx X. Xxxxxxx shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and Xxxxx X. Xxxxxxx, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Stockholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for the Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Stockholders. Furthermore, in the event that the Underwriters wire funds to the Company and the Selling Stockholders prior to the completion of the closing of a purchase of Securities, the Company and the Selling Stockholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company and the Selling Stockholders to the Underwriters on the same day the Wired Funds were received by same, the Company and the Selling Stockholders agree to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, at a price of $6.345 per share, the Notes in the respective principal amounts number of Firm Shares set forth opposite such Underwriter’s the name on of each Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates I hereof, subject to adjustments in definitive form accordance with Section 9 hereof. (b) Payment for the Notes that Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Underwriters have agreed to purchase hereunder, and in such denomination Company against delivery of certificates or denominations and registered in such name or names as the Underwriters request upon notice book-entry securities entitlements therefor to the Issuer at least 48 hours prior to Representatives for the Closing Date, shall be delivered by or on behalf several accounts of the Issuer Underwriters. Such payment and delivery are to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructNew York, and payment for the Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York time, on February 13, 2015, the second business day after the date of this Agreement or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and 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 grants an option to the several Underwriters to purchase the Option Shares at the price per Option Share as set forth in the first paragraph of this Section 2. The Issuer will make maximum number of Option Shares to be sold by the Company is 1,222,500. 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) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificate or certificates are to be delivered. The time and date at which certificates for the Securities available for checking and packaging Option Shares are to be delivered shall be determined by the Underwriters Representatives but shall not be earlier than two 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 Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. You, as 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 offices Company. To the extent, if any, that the option is exercised, payment and delivery for the Option Shares shall be made on the Option Closing Date through the facilities of DTC or its designated custodian in the DTC, New York, New YorkYork at 10:00 a.m., New York time. (d) In the event that the Firm Shares (and Option Shares, if elected by the Representatives) are not delivered to the Representatives by 2:30 p.m., New York time, on the Closing Date (and the Option Closing Date, if elected by the Representatives), the Company will return (or at such other place as Deutsche Bank Securities Inc. may designatewill instruct its Custodian to return) payment of the full purchase price to the Representatives’s agent, not later than 1:00 P.M.Pershing LLC, via same day funds by 4:30 p.m., New York City time, on . The Company shall remain liable to Pershing LLC for the day prior to full amount of the Closing Datepurchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC.