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

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (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 [ ] of the Firm Shares to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____$ , the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment Delivery of the Firm Shares to the Underwriters shall be made, against payment of the purchase price fortherefore, at the offices of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable. Such delivery and delivery of certificates representing, the Firm Shares payment shall be made at the offices of the Underwriters’ Counsel10:00 a.m., 000 Xxxxxxxxx XxxxxxNew York City time, Xxx Xxxxon , Xxx Xxxx 000002005, or at such other place time as shall be agreed upon by the Representatives Underwriters and the Company. The time and date of such delivery and payment are herein called the "Closing Date." On the Closing Date, at 10:00 A.M.one or more Firm Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York City ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the "Global Shares") shall be delivered by the Company to Ladenburg Xxxxxxxx & Co. Inc. ("Ladenburg"), as agent for the Underwriters, against payment by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire transfer. The Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company from Ladenburg on behalf of the Underwriters. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Ladenburg on behalf of the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Additional Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Additional Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to [# OF FIRM SHARES] subject, however, to such adjustments to eliminate any fractional shares as Ladenburg on behalf of the Underwriters in its sole discretion shall make. Delivery of the Additional Shares to the Underwriters shall be made, against payment of the purchase price therefore, at the offices of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the "Additional Global Shares") shall be delivered by the Company to Ladenburg, as agent for the Underwriters, against payment by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire transfer. The Additional Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter of the Underwriters, and each Underwriterof the Underwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of [$____10.00], the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofin Schedule I hereto. (b) Payment Upon the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Prospectus. (c) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request (or in the form of one or more global certificates deposited with the Depository Trust Company (“DTC”) and registered in the name of [Cede & Co.,] as nominee for DTC) upon at least forty-eight hours prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the DTC, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price for, and delivery therefor by wire transfer of certificates representing, Federal (same day) funds to the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon account specified by the Representatives and the Company, to the Representatives at 10:00 A.M.least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, New York City timewith respect to the Shares, 9:30 a.m., Eastern Time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, 2013 or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such may agree upon in writing. Such time and date for delivery of payment and delivery being the Shares is herein called the “Closing Date”). The closing Time of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “ClosingDelivery.” (d) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 3 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(j) hereof, will be delivered at the offices of Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C. (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at p.m., Eastern Time, on the New York Business Day next preceding such Time of Delivery, 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 2, “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. (e) With respect to the Shares sold by the Underwriters in the Public Offering, the Representatives will receive as compensation for their services hereunder: (i) a management fee of 1.0% of the aggregate purchase price of all Shares sold in the Public Offering, of which 45% shall be paid to Sandler X’Xxxxx, 25% shall be paid to each of Jefferies and Xxxxxx Xxxxxxxx [and ]; (b) an underwriting fee of 1.0% of the aggregate purchase price of all Shares sold in the Public Offering, of which 30% shall be paid to Sandler X’Xxxxx, 30% shall be paid to each of Jefferies and Xxxxxx Xxxxxxxx [and ]; and (c) Payment a selling concession of 3.0% of the aggregate purchase price for of all Shares sold in the Firm Shares Public Offering, of which 30% shall be made by wire transfer in immediately available funds paid to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares Sandler X’Xxxxx, 30% shall be registered in such name or names paid to each of Jefferies and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine Xxxxxx Xxxxxxxx [and package such certificates for delivery at least one (1) full business day prior to the Closing Date].

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, each Selling Shareholder agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of each of the Selling Shareholders shall be several and not joint. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds to account(s) designated by each Selling Shareholder, in each case against delivery of book-entry interests or certificates, as applicable, 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.” The book-entry interests or certificates, as applicable, for the Firm Shares, will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. 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 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 agrees Selling Shareholders listed on Schedule II hereto hereby grant an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Company, Option Shares at a purchase the price per share of $____, the as set forth in Section 2(a) hereof. The maximum number of Firm Option Shares to be sold by the Selling Shareholders is set forth opposite their respective names on Schedule A hereto together with II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any additional 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 Representative of the several Underwriters, to the Selling Shareholders 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 Underwriter may become obligated book-entry interests or certificates, as applicable, are to purchase pursuant be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to the provisions of Section 10 hereof. (b) Payment be sold by each of the purchase price for, and delivery of certificates representing, the Firm Shares Selling Shareholders listed on Schedule II hereto shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, determined on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed a pro rata basis in accordance with the provisions of Section 10 hereof) following percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which book-entry interests or certificates, as applicable, for Option Shares are to be delivered shall be determined by the date of the effectiveness of the Registration Statement, or such other time Representative but shall not be earlier than three nor later than ten (10) 10 full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (such time and date of payment and delivery being herein called referred to as the “Option Closing Date”). The closing If the date of exercise of the payment 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 Representative of the purchase price forseveral Underwriters, and delivery may cancel such option at any time prior to its expiration by giving written notice of certificates representingsuch cancellation to the Selling Shareholders. To the extent, if any, that the Firm Shares option is referred to herein as the “Closing.” (c) Payment of the purchase price exercised, payment for the Firm Option Shares shall be made by wire transfer on the Option Closing Date in immediately available federal (same day) funds drawn to or as directed by the Company upon order of each Selling Shareholder against delivery of certificates for the Firm Shares to the Representatives book-entry interests or certificates, as applicable, therefor through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxxx & Xxxxxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 A.M.A.M. on July ___, New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day 1999 (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementFirm Shares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) ------------ Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before hours prior to the Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to __________ Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing ------------------ Date"); provided, however, that the Additional Closing Date shall not be ---- 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds each payable to the order of the Company at the office of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Underwriters. (f) The Company and the Underwriters agree that up to _______ of the Firm Shares to be purchased by the Underwriters (the "Reserved Shares") --------------- shall be reserved for sale by the Underwriters to certain individuals and entities having business relationships with the Company, as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the NASD and all other applicable laws, rules and regulations. To the extent that such Reserved Shares are not orally confirmed for purchase by such individuals and entities having business relationships with the Company by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the public offering contemplated hereby.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $______, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before the Closing Date. (d) 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 an option to purchase up to an aggregate of ___________ Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. The Company will permit This option may be exercised at any time and from time to time on or before the Representatives forty-fifth (45th) day following the final date of the Prospectus, by written notice from the Representative to examine the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and package the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such certificates for delivery at least one 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 (12nd) full business day prior after the date on which the option shall have been exercised nor later than the eighth (8th) full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). 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 Underwriter on Schedule A hereto (or such number increased as set forth in Section 9 hereof) bears to the 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. (e) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on the Additional Closing DateDate (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by the Representative and the Company.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $.____, the number of Firm Shares set forth opposite their the respective names of the Underwriters on Schedule A I hereto together subject to adjustments in accordance with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselRepresentative, 000 Xxxxxxxxx 300 Plaza Level, 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx Xxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, _______ a.m. on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, or fourth (4th) full business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) 10 business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in of immediately available funds to or as directed an account designated by the Company upon Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Representative may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. If the Representative so elects, delivery of the Firm Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 300,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over- allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before 45 days following the date of the Prospectus, by oral notice by the Representative to the Company, which must be confirmed in writing. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the ("Additional Closing Date"); provided, however, that the Additional Closing Date will not be earlier than the Closing Date or earlier than the third full business day after the date on which the option shall have been exercised nor later than the ten full business days after the date on which the option shill have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional 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 Additional Closing Date. The Company will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date, if the Representative so elects, delivery of the Additional Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to 2,000,000, subject, however, to such adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer of immediately available funds to an account designated by the Company, and the closing shall take place at the offices of the Representative, 300 Plaza Level, 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representative for the respective accounts of the Underwriters. (d) On the Closing Date, the Company will sell the Representative's Warrants to the Representative or to the Representatives' permitted designees limited to officers of the Representative, members of the selling group and/or their officers or partners (collectively, the "Representative's Designees"). The Representative's Warrants will be in the form of, and substantially in accordance with, the provisions of the Representative's Warrants filed as an exhibit to the Registration Statement. The purchase price for the Representative's Warrants is One Hundred Dollars ($100.00). The Representative's Warrants will be restricted from sale, transfer, assignment or hypothecation for a period of one (1) year from the date of effectiveness of the Registration Statement except to the Representative's Designees. Payment for the Representative's Warrants will be made to the Company by check or checks payable to its order on the Closing Date against delivery of the certificates representing the Representative's Warrants. The certificates representing the Representative's Warrants will be in such denominations and such names as the Representative mutually instructs the Company in writing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters _________ Firm Shares, and (ii) each Underwriter agrees, severally and not jointly, to purchase in the amounts set forth their respective names on Schedule I, at a price of $______ per share, the Firm Shares from the Company. Certificates evidencing the Shares shall be in definitive form and shall be registered in such names and in such denominations as the Representative shall request at least two (2) business days prior to the Closing Date or the Option Closing Date, as the case may be, by written notice to the Company. For the purpose of expediting the checking and packaging of certificates for the Shares, the Company agrees to make such certificates available for inspection at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of DTC or its designated custodian. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it against delivery of certificates 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 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 the Representative and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and 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 agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the Underwriters to purchase from the Option Shares at the price per share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, giving notice to the Company, setting forth the number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at a purchase price per share 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"). 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 set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by the Representative in such Underwriter may become obligated manner as to purchase pursuant avoid fractional shares. The option with respect to the provisions of Section 10 hereof. (b) Payment Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the purchase price forFirm Shares by the Underwriters. You, and delivery as the Representative of certificates representingthe several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Firm Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made at on the offices Option Closing Date in Federal (same day) funds drawn to the order of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and against delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives therefor through the facilities of The the Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselBear, 000 Xxxxxxxxx Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx X.X. 00000, or xx at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to ______ Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments from time to time in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds and the closing shall occur at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000, xx such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees, and each Selling Shareholder, severally and not jointly, agrees to sell to each Underwriter the Underwriters and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price per share of $____[ ], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Additional Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofhereunder. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices office of the Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (“Underwriters’ Counsel”), 000 Xxxxxxxxx XxxxxxBank of China Tower, 00xx Xxxxx, Xxx Xxxxxx Xxxx, Xxx Xxxx 00000Xxxx, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 11 or 12 hereof) following the date of the effectiveness of the Registration StatementStatement (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 Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company and the Custodian (pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of such Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of such Selling Shareholder with the Custodian under the Custody Agreement and Power of Attorney of such Selling Shareholder. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares, as the Representatives case may be, as set forth in the Registration Statement or the Prospectus) as the Representative may request at least two (2) business days before the Closing Date. The Company and the Custodian will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) 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 2,455,200 Additional Shares and the Selling Shareholders hereby grant to the Underwriters, acting severally and not jointly, the option to purchase up to 613,800 Additional Shares, in each case at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares 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 (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). 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 and the Selling Shareholders 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 Underwriter in Schedule I hereto (or such number increased or decreased pursuant to Sections 11 or 12 hereof) bears to the 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. (d) Payment of the purchase price for the Additional Shares shall be made at the office of the Underwriters’ Counsel in Hong Kong, or at such other place as shall be agreed upon by the Representative 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 11 hereof), 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 or as directed by the Company and the Custodian (pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement) upon delivery of the Additional Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Shareholder, severally and not jointly, hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by such Selling Shareholder to the several Underwriters in connection with the performance of such Selling Shareholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of such Selling Shareholder with the Custodian under the Custody Agreement and the Power of Attorney of such Selling Shareholder. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares, as the case may be, as set forth in the Registration Statement or the Prospectus) as the Representative may request at least two business days before the Additional Closing Date. The Company and the Custodian will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company and the Selling Shareholders acknowledge and agree that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Selling Shareholders on the one hand and the Underwriters on the other hand 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 any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company and the Selling Shareholders in respect of the Offering are set forth in this Agreement in their entirety and (iv) each of the Company and each of the Selling Shareholders has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the Deposit Agreement and the transactions contemplated hereby and thereby 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 Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but 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 $ per Share, 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 by wire transfer to an account specified by the Company or by certified or bank cashier’s checks payable in same-day funds drawn to the order of the Company, against either uncertificated delivery of Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific 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 not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the Underwriters to purchase from the Company, Option Shares at a purchase the price per share Share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of $____this Agreement, by the Representative to the Company setting forth the number of Firm Option Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares as to which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of Underwriters are exercising the purchase price for, and delivery of certificates representingoption, the Firm names and denominations in which the Option Shares are to be registered and the time and date at which certificates representing such Shares are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon determined by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time Representative but shall not be earlier than three nor later than ten (10) 10 full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (such time and date of payment and delivery being herein called referred to as the “Option Closing Date”). The closing If the date of exercise of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares option is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to three or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representative 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 same day funds and, at the option of the Representative, by bank wire to an account specified by the Company, or certified or bank cashier’s check drawn to the order of the Company will permit for the Representatives Option Shares to examine and package be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for delivery at least one (1) the Option Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, as additional compensation for its services, warrants (the “Representative’s Warrants”) for the purchase of up to Shares at a price of $ per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative’s Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Morrison & Foerster, LLP ("Underwriters’ ' Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000"), or at such other place as shall be agreed pxxxx xx shaxx xx xxreed upon by the Representatives Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (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 Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Managers and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company and the Custodian (pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholder's obligations hereunder and (ii) the Custodian is authorized to deduct or such payment any such amounts from the proceeds to the Selling Stockholder hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Lead Managers may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Lead Managers to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (d) 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 750,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice from the Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Stearns, when the Additional Shares are to be delivered (any such date xxx xxme 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as Bear Stearns in its sole discretion shall make. (e) Payment of xxx xxrchase price for, and delivery of certificates representing, the Additional Shares 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. (f) Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares 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 and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company at a purchase price per share of $____$ [ ], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Xxxxxx & Xxxxxxx LLP ("Underwriters’ ' Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000"), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third (3rd) or[ ], as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2008, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed in writing by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before the Closing Daterequest. The Company will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) 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 [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares. 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 thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares 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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the 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. (d) Payment of the purchase price for the Additional Shares to be sold by the Company shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request at least two business days before the Additional Closing Date. Payment for the Additional Shares to be sold by the Company shall be made to or upon the order of the Company of the purchase price by wire transfer in same day funds to the Company at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representative for the respective accounts of the Underwriters. The Company will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) 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 Underwriters on the other hand 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 any Underwriter has advised or is advising any such 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 (iv) the Company 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 Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselSidley & Austin, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., A.M. New York City time, time on the third or fourth business day (3rdas permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (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 of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness initial public offering price of the Registration StatementShares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. If you so elect, delivery of the Firm Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to [__________] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over- allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time or from time to time in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. If you so elect, delivery of the Additional Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to [______] Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Sidley & Austin, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a Company the respective number of shares of Firm Stock set forth opposite the names of the Underwriters in Schedule A hereto. The purchase price per share of $____, to be paid by the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant Underwriters to the provisions of Section 10 hereof. Company for the Shares will be $3.7968 per share (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing DatePurchase Price”). The closing Company will deliver the Firm Stock to the Representative for the respective accounts of the payment of the purchase price forseveral Underwriters, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for or, at the respective accounts election of the several Underwriters. Certificates for Representative, in the Firm Shares shall be registered form of definitive certificates, in each such case, issued in such name or names and shall be in such denominations as the Representatives Representative may request direct by notice in writing to the Company given at least two or prior to 12:00 Noon, New York time, on the second (22nd) full business days before day preceding the Closing Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to the Representative payable to the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of delivery and closing shall be at 10:00 A.M., New York time, on February 17, 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date.” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company will permit and the Representatives Representative. The Company, in the event the Representative elects to examine and package such have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for delivery the Firm Stock available to the Representative for examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Closing Date. The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Representative to the Company. The option granted hereby may be exercised by written notice being given to the Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company or, at the election of the Representative, in the form of definitive certificates issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to the Representative payable to the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in the event the Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Optional Stock available to the Representative for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and the Representative. The several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____2.162, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) Payment The closing of the purchase price for, and delivery issuance of certificates representing, the Firm Shares shall be made held at the offices office of the Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) orAugust 12, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2020, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed the accounts specified by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. Certificates for the The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before in writing not later than the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 3,260,869 Additional Shares at the 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 any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the 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 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 office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, 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 Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but 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 $5.115 per Share, 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 New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific 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 not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the Underwriters to purchase from the Company, Option Shares at a purchase the price per share Share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of $____this Agreement, by the Representative to the Company setting forth the number of Firm Option Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares as to which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of Underwriters are exercising the purchase price for, and delivery of certificates representingoption, the Firm names and denominations in which the Option Shares are to be registered and the time and date at which certificates representing such Shares are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon determined by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time Representative but shall not be earlier than three nor later than ten (10) 10 full business days after the exercise of such date as shall be agreed upon by option, nor in any event prior to the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act Closing Date (such time and date of payment and delivery being herein called referred to as the “"Option Closing Date”"). The closing If the date of exercise of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares option is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to three or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representative 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 New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, or certified or bank cashier's check drawn to the order of the Company will permit for the Representatives Option Shares to examine and package be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for delivery at least one (1) the Option Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of the Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to 200,000 Shares at a price of $6.60 per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative's Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____$ , the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In addition, the Adviser has agreed to pay the Underwriters additional underwriting compensation in an amount equal to 1.50% of the offering amount ($ per share) of the Firm Shares [excluding the Directed Shares] and the Additional Shares (collectively, the “Additional Underwriting Compensation”). The purchase price for the Firm Shares that are reserved as Directed Shares (and sold to Directed Share Purchasers) shall be $ per share. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters, at 9:00 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 10 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 Shares), 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”). Certificates for Electronic transfer of the Firm Shares shall be registered made to the Underwriters at the time of purchase through full fast transfer to the accounts at the DTC in such name or names and shall be in such denominations as the Representatives Lead Managers shall specify. Upon the payment of the purchase price for the Firm Shares, the Adviser will pay the Additional Underwriting Compensation (solely with respect to the Firm Shares) by wire transfer in same day funds to or as directed by Bear Xxxxxxx (on behalf of the Underwriters). Deliveries of the documents described in Section 7 hereof with respect to the purchase of the Firm Shares or the Additional Shares, as the case may request be, shall be made at least two the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (2“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Lead Managers and the Company. (c) business days 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 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Xxxxxxx, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date. The Company will permit ”); provided, however, that the Representatives to examine and package such certificates for delivery at least one (1) Additional Closing Date shall not occur earlier than the Closing Date or earlier than the second full business day prior 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as Bear Xxxxxxx in its sole discretion shall make. (d) Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of DTC for the respective accounts of the several Underwriters, at 9:00 A.M., New York City time, on the Additional Closing DateDate (unless postponed in accordance with the provisions of Section 10 hereof), or such other time as shall be agreed upon by Bear Xxxxxxx and the Company. Electronic transfer of the Additional Shares shall be made through full fast transfer accounts at the DTC to the Underwriters at the additional time of purchase in such names, in such denominations and to such accounts as the Lead Managers shall specify. Upon the payment of the purchase price for the Firm Shares, the Adviser will pay the Additional Underwriting Compensation (solely with respect to the Additional Shares) by wire transfer in same day funds to or as directed by Bear Xxxxxxx (on behalf of the Underwriters).

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (A) the Company agrees to sell to each Underwriter and each Underwriter, severally and but not jointly, agrees to purchase from the Company, Company at a purchase price per share of $____24 per Share, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions in Column (1) of Section 10 hereof. (b) Payment Schedule I hereto. Delivery of certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxx & Xxxxxxxx LLP, Xxx Xxxx 00000Los Angeles, California, or at such other place location as shall be agreed upon by the Representatives Company and the CompanyUnderwriters. Such delivery and payment shall be made at 8:00 a.m., at 10:00 A.M., New York City timePacific Daylight Time, on the third (3rd) orNovember __,, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, 1997 or at such other time and date not later more than ten (10) business days after such date thereafter as shall be agreed upon by the Representatives Underwriters and the Company. Payment for the Firm Shares shall be made to the Company as permitted under Rule 15c6by same-1 under day wire transfer in immediately available United States funds payable to the Exchange Act (such order of the Company. The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as the “Closing.” (c) Payment Underwriters for the respective accounts of the Underwriters against payment by the Underwriters through the Underwriters of the purchase price for the Firm Shares. The certificates for the Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Underwriters shall request, not less than two full business days prior to the Closing Date, provided, however, that in the event the Company is unable to ----------------- deliver definitive certificates at such time, the Company may deliver temporary certificates in lieu thereof, which shall be made by wire transfer in immediately available funds to or replaced with definitive certificates as directed by the Company upon delivery of soon as reasonably practicable thereafter. The certificates for the Firm Shares will be made available to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in Underwriters at such name office or names and shall be in such denominations other place as the Representatives Underwriters may request at least two (2) business days before designate for inspection, checking and packaging not later than 9:30 a.m. Pacific Daylight Time on the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on the name of each Underwriter in Schedule A I hereto together with plus ---------- any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxxx & Xxxxxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 A.M.A.M. on _________, New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day 1999 (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementFirm Shares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer ------------ in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,200,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2 for the sole purpose of covering over- allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, ----------------------- that no Additional Closing Date shall be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised or later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number ---------- increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. (e) Payment for the Additional Shares being purchased at such time shall be made by wire transfer in same day funds payable to the order of the Company at the office of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for such Additional Shares to the Underwriters. (f) The Company and the Underwriters agree that up to ______ of the Firm Shares to be purchased by the Underwriters (the "Reserved Shares") shall be --------------- reserved for sale by the Underwriters to certain individuals and entities having business relationships with the Company, as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the requirements of the NASD and all applicable laws, rules and regulations. To the extent that oral confirmations for the purchase of any Reserved Shares are not received from any such individuals and entities having business relationships with the Company by the close of business on the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the Offering.

Purchase, Sale and Delivery of the Shares. (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 3,700,000 of the Primary Shares to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $$ ____, the number of Firm Primary Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment Delivery of the Primary Shares to the Underwriters shall be made, against payment of the purchase price fortherefor, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ CounselVinsxx & Xlkixx, 000 Xxxxxxxxx XxxxxxX.L.P., 1325 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, New York City time, on _______,2000, or at such other place time as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such . The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”." On the Closing Date, one or more Primary Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York ("DTC"). The closing , having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the "Global Shares") shall be delivered by the Company to Morgxx Xxxxxx & Xompany ("Morgxx Xxxxxx"), as agent for the Underwriters, against payment by the Underwriters of the purchase price fortherefor, and delivery of certificates representingby wire transfer, in same-day funds to an account designated by the Firm Company, provided that the Company shall give at least two business days' prior written notice to Morgxx Xxxxxx xx the information required to effect such wire transfer. The Global Shares is referred shall be made available to herein as Morgxx Xxxxxx xxx inspection not later than 9:30 a.m. on the “Closingbusiness day immediately preceding the Closing Date.” (c) Payment of In addition, the Company hereby grants to the Underwriters the option to purchase up to 555,000 Optional Shares at the same purchase price for the Firm Shares shall per share to be made by wire transfer in immediately available funds to or as directed paid by the Company upon delivery of certificates for the Firm Shares Underwriters to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates Primary Shares as set forth in Section 2(a) hereof, for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.sole purpose of

Purchase, Sale and Delivery of the Shares. (a) On the basis of the ----------------------------------------- representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth: (a) If any Securities have not been duly surrendered for conversion prior to 6:00 P.M., Eastern time, on the Expiration Date, and provided that the aggregate principal amount of Securities that have not been duly surrendered for conversion prior to 6:00 P.M., Eastern time, on the Expiration Date exceeds $53,474,000, the Company agrees to issue and sell to each Underwriter the Purchaser, and each Underwriter, severally and not jointly, the Purchaser agrees to purchase from the Company, such number of Shares as would have been issuable upon conversion of the Excess Securities, at a purchase price of $ per share Share. ------------ Notwithstanding anything to the contrary in this Agreement, in no event shall the Purchaser be obligated to purchase more than 2,160,606 Shares pursuant to this Agreement. The Company shall notify the Purchaser of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional such number of Shares which such Underwriter may become obligated to purchase pursuant to as soon as practicable after the provisions expiration of Section 10 hereof. (b) Payment of convertibility on the purchase price for, Expiration Date and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 in no event later than 9:30 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) first business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of Expiration Date. One or more certificates in definitive form for the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price forShares, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to such denomination or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be denominations and registered in such name or names and as the Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Purchaser, against payment by the Purchaser of the purchase price therefor by wire transfer of same-day funds to an account designated in such denominations as writing by the Representatives may request Company, which designation shall be made at least two (2) business days before 48 hours prior to the Closing Date. Such delivery of and payment for the Shares shall be made at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York City time, on July , 1997, or at such other place, time or date as the Purchaser and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date". The Company will permit the Representatives to examine and package make such certificate or certificates for delivery the Shares available for checking and packaging by the Purchaser at the offices in New York, New York of the Company's transfer agent or registrar or of the Purchaser at least one (1) full business day 24 hours prior to the Closing Date. (b) As compensation for the commitment of the Purchaser hereunder, the Company agrees to pay to the Purchaser, by wire transfer of same-day funds to an account designated by the Purchaser, an amount equal to the sum of (i) a standby fee equal to 2,160,606 (representing the maximum number of Shares that may be purchased from the Company by the Purchaser pursuant to this Agreement) multiplied by $____ per share, and (ii) a takedown fee equal to the aggregate number of Shares purchased by the Purchaser pursuant to this Agreement, multiplied by an amount equal to $___ per share. Such compensation shall be paid to the Purchaser (i) if the Purchaser is required to purchase any Shares, on the Closing Date, or (ii) otherwise, as soon as practicable after the Expiration Date (but in no event later than two business days thereafter). (c) It is understood that the Purchaser may offer for sale and sell the Shares, and Conversion Shares acquired through the purchase and conversion of Securities, from time to time, both on or prior to and after the Redemption Date, in one or more transactions on the NYSE or otherwise, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated prices. Nothing contained herein shall limit the right of the Purchaser, in its sole discretion, to determine the price or prices at which, or the time or times when, any Shares or any Conversion Shares acquired through the purchase and conversion of Securities shall be sold, whether or not prior to the Redemption Date and whether or not for long or short account.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____[ ], the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("Underwriters’ ' Counsel"), 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, 9:00 A.M. on the third or fourth Business Day (3rdas permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (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 of the Regulations, the third or fourth Business Day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness initial public offering price of the Registration StatementShares), or such other time not later than ten (10) business days Business Days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representingAs used herein, the Firm Shares is referred term "Business Day" means any day other than a day on which banks are permitted or required to herein as the “Closing.” (c) be closed in New York City. Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to you at the offices of Underwriters' Counsel, or such other location as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company may be mutually acceptable, for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) business days before full Business Days prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day Business Day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on Schedule A of the Underwriters in SCHEDULE I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselGibsxx, 000 Xxxxxxxxx Xxnn & Xrutxxxx XXX, 4 Paxx Xxxxx, Xxxxxx, Xxx XxxxXxxxxxxxxx 00000-0000, Xxx Xxxx 00000, or xx at such other place as shall be agreed upon by the Representatives and Bear, Steaxxx & Xo. Inc. ("Bear Steaxxx") xnd the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and Bear Steaxxx xxx the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”"CLOSING DATE"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by you for the Company upon delivery respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. If you so elect, delivery of the Firm Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 300,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised from time to time and at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "ADDITIONAL CLOSING DATE"); provided, however, that, unless otherwise agreed to by Bear Steaxxx xxx the Company, the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. If you so elect, delivery of any Additional Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 2,000,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Gibsxx, Xxnn & Xrutxxxx XXX, 4 Paxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000, xx such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company at a purchase price of $[ ] per share of $____Common Stock, the that number of Firm Shares set forth in Schedule I opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofUnderwriter. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ CounselBlank Rome LLP, 000 400 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, . Such delivery and payment shall be made at 10:00 A.M., a.m. (New York City time) on [ ], on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2006, or at such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under Company, but not more than three business days after the Exchange Act foregoing date (such time and date of payment and delivery being herein called the “Closing Date”). The closing Delivery of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the 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 immediately available same day funds to or as directed the accounts specified by the Company upon delivery Company. Delivery of certificates for the Firm Shares to the Representatives shall be made through the facilities of The Depository Trust Company for unless the respective accounts Representative shall otherwise instruct. (c) In addition, on the basis of the several Underwriters. Certificates representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of 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 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and any Option Closing Date. The maximum number of Option Shares to be sold by the Company is [525,000]. (d) The time and date at which certificates for Option Shares are to be delivered shall be registered determined by the Representative 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 name or names time and shall be in such denominations date being herein referred to as the Representatives may request at least “Option Closing Date”). If the date of exercise of the option is two (2) business or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The To the extent, if any, that the option provided for in Section 2(c) hereof is exercised, the Company will permit deliver the Representatives Option Shares (at the expense of the Company) to examine and package such certificates the Representative at Blank Rome LLP, 400 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the date specified by the Representative, 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 accounts specified by the Company. Delivery of the Option Shares shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. If settlement for delivery at least one (1) full business day prior to 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 Shares. (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 [ ] of the Firm Shares to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment Delivery of the Firm Shares to the Underwriters shall be made, against payment of the purchase price fortherefore, at the offices of Xxxxxx Securities, Inc. in San Diego, California (“Xxxxxx”), or such other location as may be mutually acceptable. Such delivery and delivery of certificates representing, the Firm Shares payment shall be made at the offices of the Underwriters’ Counsel8:00 a.m., 000 Xxxxxxxxx XxxxxxSan Diego time, Xxx Xxxxon , Xxx Xxxx 000002010, or at such other place time as shall be agreed upon by the Representatives Underwriters and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” On the Closing Date, at 10:00 A.M.one or more Firm Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York City (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the “Global Shares”) shall be delivered by the Company to Xxxxxx Securities, Inc. (“Xxxxxx”), as agent for the Underwriters, against payment by the Underwriters of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to Xxxxxx of the information required to effect such wire transfer. The Global Shares shall be made available to Xxxxxx for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the forty-fifth day following the date of the Prospectus, by written notice to the Company from Xxxxxx on behalf of the Underwriters. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Xxxxxx on behalf of the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) 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 (unless such time and date are postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Additional Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Additional Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) subject, however, to such adjustments to eliminate any fractional shares as Xxxxxx on behalf of the Underwriters in its sole discretion shall make. Delivery of the Additional Shares to the Underwriters shall be made, against payment of the purchase price therefore, at the offices of Xxxxxx in San Diego, California, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, San Diego time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the “Additional Global Shares”) shall be delivered by the Company to Xxxxxx, as agent for the Underwriters, against payment by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to Xxxxxx of the information required to effect such wire transfer. The Additional Global Shares shall be made available to Xxxxxx for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions set forth herein and therein: (i) the Company agrees to sell to each Underwriter the number of the Distribution Shares and Hedge Shares set forth opposite their respective names on Schedule I hereto at a purchase price per share of $22.56 in case of the Distribution Shares, and at a purchase price per share of $23.03, in case of the Hedge Shares; provided, however, that the obligation of the Company to sell the Hedge Shares to each Hedge Seller is conditioned on the Hedge Sellers, collectively, purchasing all of the Hedge Shares. (ii) each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $22.56, the number of the Distribution Shares set forth opposite their respective names on Schedule I hereto; and (iii) the Hedge Sellers, severally and not jointly, agree to use best efforts to purchase from the Company, at a purchase price per share of $23.03, the number of the Hedge Shares set forth opposite its name on Schedule I hereto. (b) Payment of the purchase price for, and delivery of the Shares shall be made at 10:00 a.m., New York City time, on December 10, 2007, or at such time on such later date not more than three Business Days after the foregoing date as the Lead Managers shall designate, which date and time may be postponed by agreement between the Lead Managers and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Shares being herein called 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 agrees hereby grants to sell the Underwriters (other than the Hedge Sellers), acting severally and not jointly, the option to purchase up to 630,750 Additional Distribution Shares at the same purchase price per share to be paid by the Underwriters for the Distribution Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Distribution Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice from the Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Distribution Shares as to which the option is being exercised and the date, as reasonably determined by the Lead Managers, when the Additional Distribution Shares are to be delivered (any such date 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Upon any exercise of the option as to all or any portion of the Additional Distribution Shares, each Underwriter and each Underwriter(other than the Hedge Sellers), acting severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, Company the number of Firm Additional Distribution Shares that bears the same proportion to the aggregate number of Additional Distribution Shares in such notice as the number of Distribution Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Distribution Shares issued and sold hereunder (subject to such adjustments to eliminate fractional shares as the Lead Managers in their sole discretion shall make). (bd) Payment of the purchase price for, and delivery of certificates representing, the Firm Additional Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) orAdditional Closing Date, or at such time on such later date not more than three Business Days after the foregoing date as permitted under Rule 15c6-1 under the Exchange ActLead Managers shall designate, fourth (4th) business day (unless which date and time may be postponed by agreement between the Lead Managers and the Company or as provided in accordance with the provisions of Section 10 hereof. (e) following The Company acknowledges and agrees that (i) the date terms of this Agreement and 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 Underwriters has been created as a result of any of the effectiveness transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriters have advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company in respect of the Registration StatementOffering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, or such tax, accounting and other time not later than ten (10) business days after such date advice as shall be agreed upon by the Representatives it deems appropriate with respect to this Agreement and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time transactions contemplated hereby and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price forany other activities undertaken in connection therewith, and delivery of certificates representing, it is not relying on the Firm Shares is referred Underwriters with respect to herein as the “Closingany such matters.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company at a purchase price per share of $______________ per Share, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions in Column (1) of Section 10 hereof. (b) Payment Schedule I hereto. Delivery of certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ING Baring Xxxxxx Xxxx LLC at 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as shall be agreed upon by the Company and the Representatives. Such delivery and payment shall be made at 10:00 a.m., New York City time, on __________, 1998 or at such other place time and date not more than ten business days thereafter as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such . The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as the “Closing.” (c) Payment Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares shall be made by wire transfer in of immediately available funds to or an account designated to the Representatives in writing at least two business days preceding the Closing Date. The certificates for the Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as directed by the Company upon delivery of Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be made available to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in at such name office or names and shall be in such denominations other place as the Representatives may request at least two (2) business days before designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to each Underwriter Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, Selling Shareholder at a purchase price per share Share of $____, _ the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions in Schedule I hereto. Delivery of Section 10 hereof. (b) Payment certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Fulbright & Jawoxxxx X.X.P. at 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as shall be agreed upon by the Company and the Representatives. Such delivery and payment shall be made at 9:30 a.m., New York City time, on March __, 1999 or at such other place time and date as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such . The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as the “Closing.” (c) Payment Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares shall be made by wire transfer in immediately available of federal funds to or as directed by the Company upon delivery of Selling Shareholder. The certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be so delivered will be in definitive, fully registered in such name or names form, will bear no restrictive legends and shall will be in such denominations and registered in such names as the Representatives may request at least shall request, not less than two (2) full business days before prior to the Closing Date. The Company certificates for the Firm Shares will permit be made available to the Representatives to examine at such office or such other place as the Representatives may designate for inspection, checking and package such certificates for delivery at least one (1) full packaging not later than 9:30 a.m., New York time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Medaphis agrees to sell to each Underwriter the U.S. Underwriters and each Underwriterthe U.S. Underwriters, severally and not jointly, agrees agree to purchase from the CompanyMedaphis, at a purchase price per share of $_______, the number of Firm U.S. Shares set forth opposite their the respective names on of the U.S. Underwriters in Schedule A I hereto together with plus any additional number of U.S. Shares which such U.S. Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm U.S. Shares shall be made at the offices office of the Underwriters’ CounselSimpxxx Xxxxxxx & Xartxxxx, 000 Xxxxxxxxx Xxxxxx005 Lexington Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York, or at such other place as shall be agreed upon by the Representatives you and the CompanyMedaphis, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rdas permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (unless postponed in accordance with the provisions of Section 11 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness initial public offering price of the Registration StatementU.S. Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act Medaphis (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to Medaphis by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersU.S. Underwriters of certificates for the U.S. Shares to be purchased by them. Certificates for the Firm U.S. Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company Medaphis will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the U.S. Underwriters the option to purchase up to 1,176,000 Additional U.S. Shares at the same purchase price per share to be paid by the U.S. Underwriters to Medaphis for the Firm U.S. Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm U.S. Shares by the U.S. Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the U.S. Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional U.S. Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____[ ], the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The June , 2004 Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (d) 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 and Selling Shareholders (acting severally and not jointly) hereby grant to the Underwriters an option to purchase up to an aggregate of [ ] Additional Shares (in the denominations relating to each Selling Shareholder as set forth on Schedule B hereto) at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time on or before the forty-fifth (45th) day following the final date of the Prospectus, by written notice from the Representatives to the Company. If the option is exercised in part, the first fifty percent (50%) of the Additional Shares shall be offered by the Company and the remaining fifty percent (50%) of the Additional Shares shall be offered by the Selling Shareholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares 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 (2nd) full business day after the date on which the option shall have been exercised nor later than the eighth (8th) full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). 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 Selling Shareholders 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 Underwriter on Schedule A hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in its sole discretion shall make. (e) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters’ Counsel, or 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 Additional Closing Date (unless postponed in accordance with the provisions of Section 10 hereof), or such other time as shall be agreed upon by the Representatives and the Company. (f) Payment of the purchase price for the Additional Shares shall be made by wire transfer in immediately available funds to or as directed by the Selling Shareholders upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in June , 2004 such denominations as the Representatives may request at least two (2) business days before the Additional Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____2.914, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) Payment The closing of the purchase price for, and delivery issuance of certificates representing, the Firm Shares shall be made held at the offices office of the Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) orMay 24, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2021, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed the accounts specified by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. Certificates for the The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before in writing not later than the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 2,903,226 Additional Shares at the 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 any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the 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 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 office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, 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 Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterSelling Stockholder, severally and not jointly, agrees to sell to the Underwriter and the Underwriter agrees to purchase from the CompanySelling Stockholder, at a purchase price per share of $____26.41, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of Coudert Brothers LLP, 1114 Avenue of the Underwriters’ Americas, New York, New York (“Underwriter’s Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanySelling Stockholders, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following after the date of the effectiveness of the Registration StatementShares are priced, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act Selling Stockholders (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available Federal (same day) funds to or as directed by the Company Selling Stockholders, upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The Depository Trust Company for your account against receipt therefor signed by you. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the respective accounts sale or delivery of the several UnderwritersShares to be sold by the Selling Stockholder to you, or otherwise in connection with the performance of the Selling Stockholder’s obligations hereunder. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) business days before the Closing Date. The Company Selling Stockholders will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees agrees, and each Selling Shareholder, severally and not jointly, agrees, to sell to each Underwriter the Underwriters and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price per share of $____[-], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices office of the Xxxxxxx Xxxxxxx & Xxxxxxxx LLP ("Underwriters’ ' Counsel"), 000 Xxxxxxxxx XxxxxxICBC Tower, Xxx 0xx Xxxxx, 0 Xxxxxx Xxxx, Xxx Xxxx 00000Xxxx, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 or 11 hereof) following the date of the effectiveness of the Registration StatementStatement (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 Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company and the Custodian (pursuant to each Selling Shareholder's Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Shareholder, severally and not jointly, hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by such Selling Shareholder to the several Underwriters in connection with the performance of such Selling Shareholder's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of each such Selling Shareholder with the Custodian, in each case, under the relevant Custody Agreement and the relevant Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares, as the Representatives case may be, as set forth in the Registration Statement or the Prospectus) as the Representative may request at least two (2) business days before the Closing Date. The Company and the Custodian will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) 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 [-] Additional Shares and the Selling Shareholders hereby grant to the Underwriters, acting severally and not jointly, the option to purchase up to [-] Additional Shares, in each case at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). 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 and the Selling Shareholders 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 Underwriter in Schedule I hereto (or such number increased or decreased pursuant to Sections 10 or 11 hereof) bears to the 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. (d) Payment of the purchase price for the Additional Shares shall be made at the office of the Underwriters' Counsel in Hong Kong, or at such other place as shall be agreed upon by the Representative 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 10 hereof), 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 or as directed by the Company and the Custodian (pursuant to each Selling Shareholder's Power of Attorney and Custody Agreement) upon delivery of the Additional Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Shareholder, severally and not jointly, hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by such Selling Shareholder to the several Underwriters in connection with the performance of such Selling Shareholder's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of each such Selling Shareholder with the Custodian, in each case, under the relevant Custody Agreement and the relevant Power of Attorney. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares, as the case may be, as set forth in the Registration Statement or the Prospectus) as the Representative may request at least two business days before the Additional Closing Date. The Company and the Custodian will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm's length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters 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 any Underwriter has advised or is advising any such 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 (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the Deposit Agreement and the transactions contemplated hereby and thereunder 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 Shares. (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 each Underwriter the Underwriters, and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $[___] per share, an aggregate of 4,500,000 Company Firm Shares, and (ii) Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $[___] per share, an aggregate of 450,000 Selling Stockholder Firm Shares. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (x) each Selling Stockholder agrees, severally and not jointly, to sell the number of Selling Stockholder Firm Shares set forth opposite such Selling Stockholder's name on Schedule II hereto, plus any additional number of Shares which such Selling Stockholder may become obligated to sell pursuant to the provisions of Section 12 hereof, and (y) each Underwriter agrees, severally and not jointly, to purchase the number of Firm Shares set forth opposite their respective names such Underwriter's name on Schedule A hereto together with I hereto, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselXxxx, Xxxxxxxx Xxxxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., 9:00 A.M. (New York City time, ) on the third (3rd) oror fourth Business Day, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day Act (unless postponed in accordance with the provisions of Section 10 11(c) hereof) ), following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth Business Day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days Business Days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representingAs used herein, the Firm Shares is referred term "Business Day" means any day other than a day on which banks are permitted or required to herein as the “Closing.” (c) be closed in New York, New York. Payment of the purchase price for the Firm Shares shall be made to the Company and the Custodian on behalf of the Selling Stockholders, by wire transfer in immediately available funds same day funds, against delivery to you at the offices of Xxxx, Hastings Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as directed by may be mutually acceptable, for the Company upon delivery respective accounts of the Underwriters, of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by it. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) business days before full Business Days prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day Business Day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_____ , the number of Firm Shares set forth opposite their the respective names of the Underwriters on Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselSidley Axxxxx Xxxxx & Wxxx llp, 000 Xxxxxxxxx 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following after the date determination of the effectiveness initial public offering price of the Registration StatementShares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing Payment for the Shares shall be made to or upon the order of the payment Company of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available Federal (same day) funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The the Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters against receipt therefor signed by you. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) one business days day before the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as Mxxxxxx Lxxxx in its sole discretion shall make. Payment for the Additional Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, the Shares at a purchase price of $10.95375 per share of $____, (the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”"Purchase Price"). The closing of the Company will deliver against payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein in the form of one or more permanent global Securities in definitive form (the "Firm Global Securities") deposited with The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, with any transfer taxes payable in connection with the “Closing.” (c) Payment transfer of the purchase price Firm Shares to the Underwriters duly paid. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus Supplement. Payment for the Firm Shares shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer in immediately to an account at a bank acceptable to Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") drawn to the order of XM Satellite Radio Holdings, Inc. at the office of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., (New York time), on April 17, 2002, or at such other time not later than seven full business days thereafter as Xxxxxx Xxxxxxx determines, such time being herein referred to as the "Closing Date," against delivery to DTC of the Global Securities representing all of the Shares. The Global Securities will be made available funds for checking at the above office of Xxxxxx & Xxxxxxx at least 24 hours prior to or as directed the Closing Date. In addition, the Company hereby grants to the Underwriters the option to purchase up to 2,008,050 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company upon delivery of certificates for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus Supplement, by written notice by the Underwriters to the Representatives through Company. Such notice shall set forth the facilities aggregate number of The Depository Trust Company Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be -------- ------- 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. Global securities for the respective accounts of the several Underwriters. Certificates for the Firm Additional Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before prior to the Additional Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates global securities for delivery at least one (1) full business day prior to the Additional Closing Date. Payment for the Additional Shares shall be made by wire transfer in same day funds each payable to the order of the Company at the office of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forthcontained herein, the Company agrees to shall sell to each Underwriter the Underwriters, and each Underwritersuch Underwriter severally, severally and not jointly, agrees to shall purchase from the Company, Company at a purchase price per share of $_____ per Share, at the place and time hereinafter specified, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter in Schedule I hereto. Delivery of the Firm Shares against payment therefor shall take place at the offices of Xxxxx Xxxxxx & Co., Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may become obligated to purchase pursuant to be designated by agreement between you and the provisions Company) at 10:00 a.m., New York City time, on _____, 1998, or at such later time and date as you may reasonably designate, such time and date of Section 10 hereofpayment and delivery for the Firm Shares being herein called the "First Closing Date." (b) Payment In addition, subject to the terms end conditions set forth herein, and on the basis of the purchase price forrepresentations, warranties and delivery of certificates representingagreements contained herein, the Firm Company hereby grants an option (the "Over-allotment Option") to the several Underwriters (or, at the Representatives' option, to the Representatives individually) to purchase from the Company at the price per Share as set forth in subsection (a) above, all or any part of the respective number of Option Shares determined as hereinafter provided. The Over-allotment Option may be exercised within 30 days after the effective date of the Registration Statement upon notice by the Representatives to the Company advising as to the amount of Option Shares as to which such option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date (hereinafter, the "Option Closing Date") shall be made reasonably determined by the Representatives but shall not be earlier than two nor later than five full business days after the exercise of the Over- allotment Option, nor in any event prior to the First Closing Date. Delivery of the Option Shares against payment therefor shall take place at the offices of the Underwriters’ CounselXxxxx Xxxxxx & Co., Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The number of Option Shares to be purchased by each Underwriter, if any, shall bear the same percentage to the total number of Option Shares being purchased by the several Underwriters pursuant to this subsection (b) as the respective numbers of Firm Shares being purchased by such Underwriter bears to the respective total numbers thereof, as adjusted, in each case by the Representatives in such manner as the Representatives may deem appropriate. The Over-allotment Option may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Shares referred to in subsection (a) above. In the event the Company declares or pays a dividend or distribution on its Common Stock, whether in the form of cash, shares of Common Stock or any other consideration, prior to the Option Closing Date, such dividend or distribution shall also be paid on the Option Shares on the Option Closing Date. (c) The Company will make the certificates for the Shares to be purchased by the several Underwriters hereunder available to you for review at least two full business days prior to the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates"). The certificates shall be in such names and denominations as you may request, at least two full business days prior to the Closing Dates. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. Definitive certificates in negotiable form for the Firm Shares to be purchased by the Underwriters hereunder will be delivered by the Company to you for the accounts of the several Underwriters against payment of the respective purchase prices by the several Underwriters, by certified or bank cashier's checks in New York Clearing House funds, payable to the order of the Company with regard to the Firm Shares to be purchased from the Company. In addition, in the event the Underwriters (or the Representatives, individually) exercise the Over-allotment Option for all or any portion of the Option Shares pursuant to the provisions of subsection (b) above, payment for such Option Shares shall be made by certified or bank cashier's checks in New York Clearing House funds payable to or upon the order of the Company at the offices of Xxxxx Xxxxxx & Co., Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall may be agreed upon designated by agreement between the Representatives and the Company, ) at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called of such Option Shares as required by the “Closing Date”). The closing provisions of subsection (b) above, against receipt of the payment of the purchase price for, and delivery of certificates representing, the Firm for such Option Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be Underwriters registered in such name or names and shall be in such denominations as the Representatives may request at least two request. It is understood that you, individually and not as Representatives of the several Underwriters, may (2but shall not be obligated to) business days before the Closing Date. The Company will permit make any and all payments required pursuant to this Section 3 on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives at the time of delivery of the Shares to examine and package be purchased by such certificates for delivery at least one Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. It is also understood that you individually rather than all of the Underwriters may (1but shall not be obligated to) full business day prior purchase the Option Shares referred to in subsection (b) of this Section 3, but only to cover overallotments. It is understood that the several Underwriters propose to offer the Shares (including the Option Shares) to be purchased hereunder to the Closing Datepublic upon the terms and conditions set forth in the Registration Statement, after the Registration Statement becomes effective.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters, and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a Company the respective number of shares of Firm Stock set forth opposite the names of the Underwriters in Schedule A hereto. The purchase price per share of $____, to be paid by the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant Underwriters to the provisions of Section 10 hereof. Company for the Shares will be $7.3125 per share (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing DatePurchase Price”). The closing Company will deliver the Firm Stock to the Representative for the respective accounts of the payment of the purchase price forseveral Underwriters, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for or, at the respective accounts election of the several Underwriters. Certificates for Representative, in the Firm Shares shall be registered form of definitive certificates, in each such case, issued in such name or names and shall be in such denominations as the Representatives Representative may request direct by notice in writing to the Company given at least two or prior to 12:00 Noon, New York time, on the second (22nd) full business days before day preceding the Closing Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to the Representative payable to the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of delivery and closing shall be at 10:00 A.M., New York time, on July 15, 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date.” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company will permit and the Representatives Representative. The Company, in the event the Representative elects to examine and package such have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for delivery the Firm Stock available to the Representative for examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Closing Date. The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Representative to the Company. The option granted hereby may be exercised by written notice being given to the Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company or, at the election of the Representative, in the form of definitive certificates issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to the Representative payable to the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in the event the Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Optional Stock available to the Representative for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and the Representative. The several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____37.13, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) Payment The closing of the purchase price for, and delivery issuance of certificates representing, the Firm Shares shall be made held at the offices office of the Mintz, Lxxxx, Cxxx, Fxxxxx, Gxxxxxx and Pxxxx, P.C. (“Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) orMay 16, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2023, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed the accounts specified by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. Certificates for the The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before in writing not later than the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 284,810 Additional Shares at the 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 any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the 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 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 office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, 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 Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____46.654, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Simpson Thacher & Bartlett LLP ("Underwriters’ ' Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000"), or at such other place as shall be agreed xxxxx xxxxx xx shxxx xx xgreed upon by the Representatives Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementShares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Managers and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Lead Managers to examine and package such certificates for delivery at least one (1) 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 525,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice from the Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Managers, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that unless otherwise agreed upon by the Lead Managers and the Company 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as the Lead Managers in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares 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 the Lead Managers and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. The Company will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____13.53, the number an aggregate of 40,000,000 Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, NY 10036 (“Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M.a.m. (Eastern) on July 16, New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2012, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called delivery, the “Initial Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed in writing by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Initial 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 6,000,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2 above. This option may be exercised at any time and from time to time, in whole or in part, on one or two occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time, the “Additional Closing Date,” and the Initial Closing Date and any Additional Closing Date, the “Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Initial 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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for the Additional Shares to be sold by the Company shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Additional Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. (e) The Company agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel, (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters 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 any Underwriter has advised or is advising any such 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 (iv) the Company 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. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder, severally and not jointly, agree, to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of $____25.44, the number of Firm Shares set forth opposite their respective names on Schedule A I and Schedule II hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Xxxxxx & Xxxxxxx XXX, Washington, D.C. (“Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness determination of the Registration Statementpublic offering price, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Managers and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company and each Selling Stockholder, as the case may be, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholders’ obligations hereunder. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Lead Managers may request at least two (2) business days before the Closing Date. The Company and the Selling Stockholders will permit the Representatives Lead Managers to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (d) 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 Over-Allotment Selling Stockholder hereto hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to an aggregate of 3,000,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters, with such Over-Allotment Selling Stockholder agreeing to sell up to the number of Additional Shares set forth opposite the name of such Over-Allotment Selling Stockholder in Schedule II hereto. This option may be exercised one time only, on or before the thirtieth day following the date of the Prospectus Supplement, by written notice from the Lead Managers to the Company and the Over-Allotment Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Managers, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not 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 (unless such time and date are postponed in accordance with the provisions of Section 10 or 11 hereof). Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two full business days before the Additional Closing Date. The Company and the Over-Allotment Selling Stockholder shall permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate any fractional shares as the Lead Managers in their sole discretion shall make. (f) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares 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, or such other time as shall be agreed upon by the Lead Managers, the Company and the Over-Allotment Selling Stockholder. (g) Payment for the Additional Shares to be sold by the Over-Allotment Selling Stockholder shall be made to or upon the order of the Over-Allotment Selling Stockholder of the purchase price by wire transfer in Federal (same day) funds to the Over-Allotment Selling Stockholder at the offices of Underwriters’ Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters. The Over-Allotment Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by such Over-Allotment Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of the Over-Allotment Selling Stockholder’s obligations hereunder. The Company and the Over-Allotment Selling Stockholder will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____[—], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (b) Payment of the purchase price for, and delivery of certificates representingof, the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000 (“Underwriters’ Counsel”), or 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 [•], 2014, or such other time and date as the Representatives 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 Shares shall be made by wire transfer in same day funds to the Company upon delivery of the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to [•] Additional Shares at the 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 any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares 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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of, the Additional Shares shall be made at the office of Underwriters’ Counsel, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementAdditional Closing Date, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”)Company. The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Additional Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company, at a purchase price per share of $____22.65, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Vinson & Elkins, L.L.P. , 666 Fifth Avenue, New York, New York, 10103 ("Xxxerwxxxxx's Counsel"), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed xx xx xxxx xxxxx xxxxx xx xxxxx xx xgreed upon by the Representatives Underwriter and the Company, at 10:00 A.M., New York City time, on the third (3rd) orAugust 26, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, 2003 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Underwriter through the facilities of The Depository Trust Company for the respective accounts account of the several UnderwritersUnderwriter. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Underwriter may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Underwriter to examine and package such certificates for delivery at least one (1) 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 Selling Stockholder hereby grants to the Underwriter the option to purchase up to 525,000 Additional Shares at the same purchase price per share to be paid by the Underwriter for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriter. This option may be exercised at any time, in whole or in part, on one occasion, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriter, when the Additional Shares 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. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriter's Counsel, or at such other place as shall be agreed upon by the Underwriter and the Selling Stockholder, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Underwriter and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Selling Stockholder upon delivery of certificates for the Additional Shares to the Underwriter through the facilities of The Depository Trust Company for the account of the Underwriter. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Underwriter may request at least two business days before the Additional Closing Date. The Selling Stockholder will permit the Underwriter to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____$ , the number of Firm Shares set forth opposite their respective names the name of such Underwriter on Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselCadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 0000000000 ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representatives Bear, Xxxxxxx & Co. Inc. and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Rules and Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Bear, Xxxxxxx & Co. Inc. and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in immediately available Federal (same day) funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters against receipt therefor signed by you. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) one business days day before the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least one full business day prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as Bear, Xxxxxxx & Co. Inc. in its sole discretion shall make. Payment for the Additional Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of $_______, that proportion of the number of Firm Shares set forth in Schedule II opposite the name of the Company or such Selling Stockholder, as the case may be, which the number of Firm Shares set forth opposite their respective names on the name of such Underwriter in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Shares. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselFried, 000 Xxxxxxxxx XxxxxxFrank, Xxx XxxxHarris, Xxx Xxxx 00000Shriver & Jacobson., or at such other place as shall be agreed upon One New York Plaza, New York, New York 10004 ("Unxxxxxxxers' Xxxxxxl") xx xx xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xpon by the Representatives Bear, Stearns & Co. Inc. and the Company, at 10:00 9:00 A.M., New York City time, on the xx xxx third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Rules and Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by Bear, Stearns & Co. Inc., the Representatives Company and the Company as permitted under Rule 15c6-1 under the Exchange Act Selling Stockholders (such time and date timx xxx xate of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to or upon the order of the Company and the Selling Stockholders by wire transfer in immediately available Federal (same day) funds to or as directed bank accounts designated by the Company and each Selling Stockholder, as the case may be, upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters against receipt therefor signed by you. Certificates for the Firm Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representatives you may request at least two (2) one business days day before the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (d) In addition, each Selling Stockholder indicated in Schedule II hereto to be a seller of Additional Shares to the Underwriters, severally and not jointly, hereby grants to the Underwriters, the option to purchase up to the respective number of Additional Shares specified adjacent to such Selling Stockholder's name in Schedule II hereto at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice by you to the Company and the Selling Stockholders who are granting such option. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date (in which case the option may be exercised on any day preceding the Closing Date) or earlier than the 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least one full business day prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares, subject, however, to such adjustments to eliminate any fractional shares as Bear, Stearns & Co. Inc. in its sole discretion shall make. The number of Adxxxxxxxl Shares to be sold by each Selling Stockholder shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in the third column of Schedule II hereto bears to the maximum number of Additional Shares which may be sold hereunder, subject, however, to such adjustments to eliminate any fractional shares as Bear, Stearns & Co. Inc. in its sole discretion shall make. Xxxxent for the Additional Shares to be sold by the Selling Stockholders shall be made to the Selling Stockholders, by wire transfer in Federal (same day) funds to bank accounts designated by the Custodian pursuant to each Selling Stockholder's Custody Agreement, at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters. (e) Each Selling Stockholder hereby agrees that (i) to the extent applicable, it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares or the Additional Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholders' obligations hereunder, and (ii) subject to the foregoing proviso, the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Stockholders hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriterthe Selling Stockholder, severally and not jointly, agree to sell to the Underwriter and the Underwriter agrees to purchase from the CompanyCompany and the Selling Stockholder the Shares, at a net purchase price per share of $____44.21, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofShares. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxx Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxx 0000 Xxxx Xxxxxx, Xxx XxxxSuite 2200, Xxx Xxxx 00000Dallas, Texas 75201, or at such other place as shall be agreed upon by the Representatives Underwriter and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company and the Selling Stockholder by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriter for the account of the Underwriter of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by it. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriter may request in writing at least two (2) full business days before prior to the Closing Date. The Company Underwriter will permit the Representatives be permitted to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company and the Selling Stockholder hereby, severally and not jointly, grant to the Underwriters the option to purchase up to 150,000 and 75,000 Additional Shares, respectively, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised from time to time and at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, HOWEVER, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. You will be permitted to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Xxxxx Xxxxxxx & Xxxx LLP, 0000 Xxxx Avenue, Suite 2200, Dallas, Texas 75201, or such other location as may be mutually acceptable to you and the Company, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____12.22, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) Payment The closing of the purchase price for, and delivery issuance of certificates representing, the Firm Shares shall be made held at the offices office of the Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) orFebruary 12, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2021, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed the accounts specified by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. Certificates for the The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before in writing not later than the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,344,743 Additional Shares at the 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 any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the 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 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 office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, 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 Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and but not jointly, agrees to purchase from the Company, Company at a purchase price per share of $______ per Share, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated to purchase pursuant to the provisions in Column (1) of Section 10 hereof. (b) Payment of the purchase price for, and delivery Schedule I hereto. Delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to at the offices of ________________________, or such other location as directed shall be agreed upon by the Company and the Representative. Such delivery and payment shall be made at [ask Sutro syndication] 10:00 a.m., [ ] time, on _____________, 1997__ or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representative and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives through the facilities of The Depository Trust Company Representative for the respective accounts of the several Underwriters. Certificates Underwriters against payment by the several Underwriters through the Representative of the purchase price for the Firm Shares shall by same-day wire transfer in immediately available United States funds payable to the order of the Company. The certificates for the Shares to be so delivered will be in definitive, fully registered in such name or names form, will bear no restrictive legends and shall will be in such denominations and registered in such names as the Representatives may Representative shall request at least not less than two (2) full business days before prior to the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery the Firm Shares will be made available to the Representative at least one (1) full such office or such other place as the Representative may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (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 an aggregate of 3,036,000 Firm Shares and (ii) the Selling Stockholders agree to sell to the several Underwriters an aggregate of 1,064,000 Firm Shares, each Underwriter Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder's name on SCHEDULE II and (iii) each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, Company and the Selling Stockholders the respective number of Firm Shares set forth opposite their respective its names on Schedule A hereto together with SCHEDULE I plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. The purchase price per Firm Share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be $[___] per share. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselXxxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 755 Page Xxxx Xxxx, Xxx Xxxx Xxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company or the Custodian, as applicable, by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company and the Option Selling Stockholders hereby grants to the Underwriters the option to purchase up to 615,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); PROVIDED, HOWEVER, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Sections 9 or 15 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company and the Selling Stockholders will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The number of additional shares to be sold by the Company and each Option Selling Stockholder shall be the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be sold as the number of Additional Shares set forth in SCHEDULE II opposite the name of such Option Selling Stockholder (or, in the case of the Company, as the number of Additional Shares to be potentially sold by the Company as set forth in the introductory paragraph of this Agreement) bears to the total number of Additional Shares. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Xxxxxxxx & Xxxxxxxx LLP, 755 Page Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder's obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names of on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Latham & Watkins LLP ("Underwriters’ ' Counsel"), 000 Xxxxxxxxx Xxxxxx885 Third Avenue, Xxx New Xxxx, Xxx Xxxx 00000New Xxxx, 10022, or at such other place as shall be agreed upon by the Representatives xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxs and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (3rdas permitted under Rule 15c6-1 under the Exchange Act)(1) (unless postponed in accordance with the provisions of Section 9 hereof) ---------- (1) If the transaction is priced after 4:30 p.m. Washington, D.C. time, T+4 will apply to the transaction. If the pricing takes place before or during market hours, the closing will be three business days after pricing. 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 fourth business day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness public offering price of the Registration StatementShares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Bear Stearns through the facilities of The Depository Trust Company for the respective xxxxxxtive accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) 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 ______ Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or 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 Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by the Representatives and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two business days before the Additional Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterUnderwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____[ ], the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with any plus an additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingof, the Firm Shares and the Option Shares (if the option provided for in Section 2(c) below shall have been exercised on or before the third full business day prior to the Closing Date) shall be made at the offices of the Underwriters’ CounselWinthrop, 000 Xxxxxxxxx XxxxxxStimson, Xxx XxxxPutnxx & Xobexxx, Xxx Xxxx 00000Xxe Battery Park Plaza, New York, New York, or at such other place as shall be agreed upon by the Representatives ING Barings LLC and the Company, at 10:00 A.M., New York City time, A.M. on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) full business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and if the Company as permitted under has elected to rely upon Rule 15c6-1 under 430A of the Exchange Act Regulations, the third or fourth full business day after the determination of the public offering price of the Firm Shares) (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing ; provided, however, that if the Company has not made available to the Underwriters copies of the payment Prospectus in such quantities and at such places requested by the Underwriters, no later than noon on the business day following the execution of this Agreement, ING Barings LLC may, in its sole discretion, postpone the Closing Date until no later than two full business days following the delivery of such copies of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Prospectus. Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds to or as directed by the Company upon order of the Company, against delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of the Firm Shares to be purchased by them. Certificates The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company, as designated by ING Barings LLC for the accounts of the several Underwriters on the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives ING Barings LLC may request at least two (2) business days on or before noon on the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. "Business day" shall mean any day other than a Saturday, Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____•, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices office of the Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“Underwriters’ US Counsel”), 000 Xxxxxxxxx XxxxxxICBC Tower, Xxx Xxxx35th Floor, Xxx Xxxx 000003 Garden Road, Hong Kong, or at such other place as shall be agreed upon by the Representatives Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (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 Shares), or such other time not later than ten (10) seven business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed in writing by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares, as the case may be, as set forth in the Registration Statement, the Pricing Prospectus or the Prospectus) as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Lead Managers to examine and package such certificates for delivery at least one (1) 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 • Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice from the Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares 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 fifth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). 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 Underwriter in Schedule I hereto (or such number increased or decreased pursuant to Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for the Additional Shares shall be made at the office of the Underwriters’ US Counsel in Hong Kong, 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 10 hereof), or such other time as shall be agreed upon by the Representatives and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed in writing by the Company upon delivery of the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares, as the case may be, as set forth in the Registration Statement, the Pricing Prospectus or the Prospectus) as the Representatives may request at least two business days before the Additional Closing Date. The Company will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters 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 any Underwriter has advised or is advising any such 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 (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the Deposit Agreement and the transactions contemplated hereby and thereunder 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 Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____[ ], the number an aggregate of 8,500,000 Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ CounselSkadden, 000 Xxxxxxxxx XxxxxxArps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, Xxx Xxxx, Xxx Xxxx 00000XX 00000 (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third (3rd) orJune [—], as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2009, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed in writing by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before the Closing Daterequest. The Company will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) 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 1,275,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 3 above. This option may be exercised at any time and from time to time, in whole or in part on one or two occasions, on or before the thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares 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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 11 hereof) bears to the 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. (d) Payment of the purchase price for the Additional Shares to be sold by the Company shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request at least two business days before the Additional Closing Date. The Company will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company and the Manager agree that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Manager on the one hand and the Underwriters on the other hand 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 any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company and the Manager in respect of the Offering are set forth in this Agreement in their entirety and (iv) each of the Company and the Manager 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. The Company and the Manager hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Manager may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Manager in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company, Company 4,000,000 Shares at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof7.79. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ CounselStroock & Stroock & Lavan LLP, 000 Xxxxxxxxx Xxxxxx180 Maiden Lane, Xxx XxxxNew York, Xxx Xxxx 00000New York 10038 ("Underwriter's Cxxxxxl"), or at such other place as shall be agreed ox xx xxxx xxxxx xxxxx xx xxxxx xx xxxxxx upon by the Representatives Underwriter and the Company, at 10:00 A.M., New York City time, on the third (3rd) orJune 25, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2002, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriter and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts account of the several UnderwritersUnderwriter. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Underwriter may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Underwriter to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____., the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional ---------- number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselCravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act, fourth (4th")) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) 10 business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in of immediately available funds to or as directed an account designated by the Company upon Company, against delivery to you for the respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.Closing

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but 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, 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, at a price of $2.632 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates 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 City time, on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. New York City time, the fourth) business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you 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 NASDAQ Global Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell to each Underwriter and each Underwriter, severally and not jointly, agrees the several Underwriters to purchase from the Company, Option Shares at a purchase the price per share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of $____this Agreement, by you, as Representative 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 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”). 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 set forth opposite their respective names on Schedule A hereto together with any additional being purchased by such Underwriter bears to the total number of Shares which Firm Shares, adjusted by you in such Underwriter may become obligated manner as to purchase pursuant avoid fractional shares. The option with respect to the provisions of Section 10 hereof. (b) Payment Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the purchase price for, and delivery of certificates representing, Firm Shares by the Underwriters. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. 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 at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third Option Closing Date in Federal (3rdsame day funds) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for in New York, New York drawn to the respective accounts order of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing DateCompany.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ ' Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”"CLOSING DATE"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing"CLOSING.”" Maxim Group LLC ______________, 2006 Page 19 of 39 (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before the Closing Date. (d) 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 an option to purchase up to an aggregate of 375,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time on or before the forty-fifth (45th) day following the final 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 date and time, as reasonably determined by the Representative, when the Additional Shares 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 third (3rd) full business day after the date on which the option shall have been exercised nor later than the eighth (8th) full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). 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 Underwriter on Schedule A hereto (or such number increased as set forth in Section 9 hereof) bears to the 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. (e) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representative 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 the Representative and the Company. (f) Payment of the purchase price for the Additional Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Additional Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such Maxim Group LLC ______________, 2006 Page 20 of 39 denominations as the Representative may request at least two (2) business days before the Additional Closing Date. The Company will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and each Selling Stockholder, at a purchase price per share of $_______, the number of Firm Shares determined by multiplying the aggregate number of Firm Shares to be sold by the Company or such Selling Stockholder, as the case may be, as set forth opposite their respective names on in Schedule A II hereto together with any additional by a fraction, the numerator of which is the aggregate number of Firm Shares which to be purchased by such Underwriter may become obligated as set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) and the denominator of which is the total number of Firm Shares being purchased by all of the Underwriters from the Company and all of the Selling Stockholders hereunder, subject, however, to purchase pursuant such adjustments to the provisions of Section 10 hereofeliminate any fractional shares as you in your sole discretion shall make. (b) Payment of the purchase price for, and delivery of certificates representingof, the Firm Shares shall be made at the offices office of the Underwriters’ CounselDebevoise & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx875 Third Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, 9:00 A.M. on the third or fourth business day (3rdas permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (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 of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness initial public offering price of the Registration StatementShares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company and the Selling Stockholders by wire transfer in immediately available same day funds to or as directed bank accounts designated by the Company upon and the Custodian pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement, as the case may be, against delivery of certificates to you for the Firm Shares to respective accounts of the Representatives Underwriters through the facilities of The Depository Trust Company for the respective accounts ("DTC") of the several UnderwritersShares to be purchased by them. Certificates for the Firm The Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery certificates representing the Shares at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 450,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). The Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package for delivery certificates representing the Additional Shares at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company and the Selling Stockholders, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds to the bank account designated by the Company, against delivery to you for the respective accounts of the Underwriters through the facilities of DTC of the Shares to be purchased by them.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselXxxxxx & Xxxxxxx, located at 000 Xxxxxxxxx XxxxxxXxxxxxxxxxxx Xxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx 00000XX 00000 (the "L&W Offices"), or at such other place as shall be agreed upon by the Representatives Bear, Xxxxxxx & Co., Inc. ("Bear Xxxxxxx") and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Bear Xxxxxxx and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by certified or official bank check or checks drawn in federal funds or similar same day funds payable to the order of the Company, or by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,406,250 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters, if any. This option may be exercised from time to time and at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that unless otherwise agreed to by Bear Xxxxxxx -------- ------- and the Company, the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 9,375,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by certified or official bank check or checks drawn in federal funds or similar same day funds, payable to the order of the Company, or by wire transfer in same day funds at the L&W Offices, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $__________, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such ---------- Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselX'Xxxxxxxx Graev & Karabell, 000 Xxxxxxxxx XxxxxxLLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, 9:00 A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) ), following the date of the effectiveness of the Registration StatementStatement (or, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act (Act) after the determination of the initial public offering price of the Shares), such time and date of payment and delivery being herein called the “"Closing Date”)". The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available same day funds to or as directed an account designated by the Company upon Company, against delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters options to purchase up to an aggregate of 1,200,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. Such options may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Representatives to the Company. Each such notice shall set forth the aggregate number of Additional Shares as to which an option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (each such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional -------- ------- Closing Date shall be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the applicable Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the applicable Additional Closing Date. The number of Additional Shares to be sold to each Underwriter on an Additional Closing Date shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased on such Additional Closing Date as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in ---------- Section 9 hereof) bears to 8,000,000, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds to an account designated by the Company, and the closing shall take place at the offices of X'Xxxxxxxx Graev & Karabell, LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On Subject to the terms and conditions herein set forth and on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell 5,000,000 Firm Shares to the Underwriters, and each Underwriter and each Underwriteragrees, severally and severally, but not jointly, agrees to purchase from the Company, at a purchase price per share of $____, Company the number of Firm Shares Shares, set forth opposite their respective names the name of such Underwriter on Schedule A hereto together with I hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) . Payment of the purchase price for, and delivery of certificates representingof, the Firm Shares Shares, shall be made at the offices of the Underwriters’ CounselXxxxxx & Xxxxxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 00000 at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., 9:30 a.m. (New York City time, ) on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with this Agreement or, if the provisions of Section 10 hereofFirm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m., New York time, the fourth business day) following the date of the effectiveness of the Registration Statement, this Agreement or at such other time or on such other date but not later than ten (10) business days after such date as shall be mutually agreed upon by in writing between the Company and Bear, Xxxxxxx & Co. Inc. on behalf of the Representatives and (the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of such payment and delivery being herein called the “Closing Date”"FIRST CLOSING DATE"). The closing of the payment of the purchase price for, and delivery of certificates representing, Company shall deliver or cause to be delivered the Firm Shares is referred to herein in such denominations and registered in such names as the “Closing.” (c) Payment Bear, Xxxxxxx & Co. Inc. on behalf of the purchase price for Representatives may request in writing at least two full business days prior to the Firm Shares First Closing Date. Payment shall be made to the Company on the First Closing Date by certified or official bank check or checks drawn in federal funds or same day funds payable to the order of the Company or by wire transfer in immediately available same day funds to or as directed by the Company upon Company, against delivery to Bear, Xxxxxxx & Co. Inc. on behalf of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts Representatives, on behalf of the several Underwriters. Certificates for , of the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.Firm

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____49.82, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (b) Payment The closing of the purchase price for, and delivery issuance of certificates representing, the Firm Shares shall be made held at the offices office of the Gxxxxxx Procter LLP (“Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., a.m. (New York City time), on the third (3rd) orJuly 31, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2020, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed the accounts specified by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. Certificates for the The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before in writing not later than the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 489,622 Additional Shares at the 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 any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “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. 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their 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 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 office of Underwriters’ Counsel, or 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 any Additional Closing Date, or such other time as shall be agreed upon by the Representatives 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 Representatives 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 Representatives may request in writing not later than the business day immediately prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants Covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to sell to each Underwriter the several Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______ per share, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Column (1) of Schedule A hereto together with any additional I hereto, and (ii) the Selling Shareholders, severally and not jointly, agree to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Selling Shareholders, at $________ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Column (2) of Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter may become obligated to purchase pursuant in Column (2) of Schedule I bears to the provisions total Delivery of Section 10 hereof. (b) Payment certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ CounselBear, 000 Xxxxxxxxx Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at xx such other place location as may be mutually acceptable. Such delivery and payment shall be agreed upon by the Representatives and the Company, made at 10:00 A.M.a.m., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day following the date the Registration Statement becomes effective (unless such time and date are postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration Statement), or at such other time not later than ten (10) business days after such date as shall be agreed upon by you, the Representatives Selling Shareholders and the Company as permitted under Rule 15c6-1 under the Exchange Act (such Company. The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as the “Closing.” (c) Payment several Underwriters, or to their representative for their respective accounts, against payment by the several Underwriters through their representative of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds of next-day funds, to or as directed the accounts designated by the Company upon delivery of certificates for and the Firm Shares Selling Shareholders at least one business day before the Closing Date, or by certified or official bank checks, in next-day funds, payable to the Representatives through the facilities of The Depository Trust Company for the respective accounts order of the several UnderwritersCompany and each Selling Shareholder. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company and the Selling Shareholders will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. In addition, the Selling Shareholders hereby grant to the several Underwriters the option to purchase up to 390,000 shares of Common Stock as the Additional Shares at the same purchase price per share to be paid by the several Underwriters to the Company and the Selling Shareholders for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the several Underwriters. This option may be exercised at any time (but not more than once) on or before the 30th day following the effective date of the Registration Statement, by written notice by you to the Selling Shareholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Selling Shareholders will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as Payment for the Additional Shares shall be made by the several Underwriters through their representative by wire transfer of next-day funds, to the accounts designated by the Selling Shareholders at least one business day before the Additional Closing Date, or by certified or official bank check, in next-day funds, payable to the order of each Selling Shareholder at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Underwriters or to their representative for their respective accounts.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____24, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselBear, 000 Xxxxxxxxx Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or xx at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 525,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Firm Shares being purchased, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) The Company agrees to issue and sell 1,500,000 Company Firm Shares, and each Firm Selling Stockholder agrees to sell the number of Selling Stockholder Firm Shares set forth opposite the name of such Firm Selling Stockholder on Schedule I hereto, in each case to the several Underwriters upon the terms herein set forth. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each UnderwriterUnderwriters, severally and not jointly, agrees agree to purchase from the CompanyCompany and the Firm Selling Stockholders, at a purchase price per share of $[____], the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A II hereto together with any plus an additional number of Firm Shares which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representingof, the Firm Shares and the Option Shares (if the option provided for in Section 3(c) hereof has been exercised on or before the third full business day prior to the Closing Date) shall be made at the offices of the Underwriters’ CounselWinthrop, 000 Xxxxxxxxx XxxxxxStimson, Xxx XxxxPutnxx & Xobexxx, Xxx Xxxx 00000Xxe Battery Park Plaza, New York, New York, or at such other place as shall be agreed upon by the Representatives ING Barings and the Company, at 10:00 A.M., New York City time, A.M. on the third full business day (3rd) or, as permitted under Rule 15c6-1 under of the Exchange Act, fourth (4th1934 Act Regulations) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementStatement (unless the Company has elected to rely upon Rule 430A of the 1933 Act Regulations, in which case the third or fourth full business day (as permitted under Rule 15c6-1 of the 1934 Regulations) after the determination of the public offering price of the Firm Shares), or such other time not later than ten (10) five business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”CLOSING DATE). The closing ; provided, however, that if the Company has not made available to the Underwriters copies of the payment Prospectus in such quantities and at such places requested by the Underwriters, no later than noon on the business day following the execution of this Agreement, ING Barings may, in its sole discretion, postpone the Closing Date until no later than two full business days following the delivery of such copies of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Prospectus. Payment of the purchase price for the Firm Shares shall be made made, in the case of the Company Firm Shares, to the Company by wire transfer in immediately available funds to or as directed by the Company upon order of the Company, against delivery to the Underwriters of certificates for the Firm Shares to be purchased by them and, in the Representatives through the facilities of The Depository Trust Company for the respective accounts case of the several UnderwritersSelling Stockholder Firm Shares, to each Firm Selling Stockholder by wire transfer in immediately available funds to the order of such Firm Selling Stockholder, against delivery to the Underwriters of the Selling Stockholder Firm Shares to be purchased by the Firm Selling Stockholders. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request at least two (2) on or before noon on the business days before day prior to the Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full or before noon on the business day prior to the Closing Date. The term BUSINESS DAY as used herein means any day other than a Saturday, Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. (c) In addition, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters, (i) the Company hereby grants to the Underwriters the option to purchase, severally and not jointly, up to 221,700 Company Option Shares, at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in this Section 3 and (ii) each Option Selling Stockholder hereby agrees to grant to the Underwriters the option to purchase, severally and not jointly, up to the number of Selling Stockholder Option Shares set forth opposite the name of such Option Selling Stockholder on Schedule I hereto. Such options may be exercised from time to time and at any time, in whole or in part, on or before the 30th day following the date of the Prospectus, by notice from ING Barings to the Company and such Selling Stockholders. Any such notice shall set forth the aggregate number of Company Option Shares and Selling Stockholder Option Shares as to which such option is being exercised and the date and time, as reasonably determined by ING Barings, when such Option Shares are to be delivered (such date and time being herein sometimes referred to as the ADDITIONAL CLOSING DATE); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which such option has been exercised nor later than the fifth full business day after the date on which such option has been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Payment for the Option Shares shall be made to an account designated by the Company and the Option Selling Stockholders by wire transfer in immediately available funds, against delivery to the Underwriters of the Option Shares to be purchased by them. Certificates for the Option Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request on or before noon on the business day prior to the Additional Closing Date. The Company will permit the Underwriters to examine and package such certificates at or before noon on the business day prior to the Additional Closing Date. The number of Option Shares to be sold to each Underwriter shall be the number that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule II hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Shares being purchased, subject, however, to such adjustments to eliminate any fractional shares as ING Barings in its sole discretion makes. The number of Company Option Shares to be sold by the Company shall be the number that bears the same ratio to the aggregate number of Option Shares being sold as the number of Company Option Shares bears to the aggregate number of Option Shares under this Agreement, subject, however, to such adjustments to eliminate any

Purchase, Sale and Delivery of the Shares. (a) On Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forthcontained herein, the Company agrees to shall sell to each Underwriter the Underwriters, and each Underwritersuch Underwriter severally, severally and not jointly, agrees to shall purchase from the Company, Company at a purchase price per share of $_____ per Share, at the place and time hereinafter specified, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter in Schedule I hereto. Delivery of the Firm Shares against payment therefor shall take place at the offices of Xxxxx Xxxxxx & Co., Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may become obligated to purchase pursuant to be designated by agreement between you and the provisions Company) at 10:00 a.m., New York City time, on July __, 1998, or at such later time and date as you may reasonably designate, such time and date of Section 10 hereofpayment and delivery for the Firm Shares being herein called the "First Closing Date." (b) Payment In addition, subject to the terms and conditions set forth herein, and on the basis of the purchase price forrepresentations, warranties and delivery of certificates representingagreements contained herein, the Firm Company hereby grants an option (the "Over-allotment Option") to the several Underwriters (or, at the Representatives' option, to the Representatives individually) to purchase from the Company at the price per Share as set forth in subsection (a) above, all or any part of the respective number of Option Shares determined as hereinafter provided. The Over-allotment Option may be exercised within 30 days after the effective date of the Registration Statement upon notice by the Representatives to the Company advising as to the amount of Option Shares as to which such option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date (hereinafter, the "Option Closing Date") shall be made reasonably determined by the Representatives but shall not be earlier than two nor later than five full business days after the exercise of the Over-allotment Option, nor in any event prior to the First Closing Date. Delivery of the Option Shares against payment therefor shall take place at the offices of the Underwriters’ CounselXxxxx Xxxxxx & Co., Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The number of Option Shares to be purchased by each Underwriter, if any, shall bear the same percentage to the total number of Option Shares being purchased by the several Underwriters pursuant to this subsection (b) as the respective numbers of Firm Shares being purchased by such Underwriter bears to the respective total numbers thereof, as adjusted, in each case by the Representatives in such manner as the Representatives may deem appropriate. The Over-allotment Option may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Shares referred to in subsection (a) above. In the event the Company declares or pays a dividend or distribution on its Common Stock, whether in the form of cash, shares of Common Stock or any other consideration, prior to the Option Closing Date, such dividend or distribution shall also be paid on the Option Shares on the Option Closing Date. (c) The Company will make the certificates for the Shares to be purchased by the several Underwriters hereunder available to you for review at least two full business days prior to the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates"). The certificates shall be in such names and denominations as you may request, at least two full business days prior to the Closing Dates. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. Definitive certificates in negotiable form for the Firm Shares to be purchased by the Underwriters hereunder will be delivered by the Company to you for the accounts of the several Underwriters against payment of the respective purchase prices by the several Underwriters by wire transfer of immediately available funds to the Company's account at __________, ABA No. _______, Account No. _______ with regard to the Firm Shares to be purchased from the Company. In addition, in the event the Underwriters (or the Representatives, individually) exercise the Over-allotment Option for all or any portion of the Option Shares pursuant to the provisions of subsection (b) above, payment for such Option Shares shall be made by certified or bank cashier's checks in New York Clearing House funds payable to or upon the order of the Company at the offices of Xxxxx Xxxxxx & Co., Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall may be agreed upon designated by agreement between the Representatives and the Company, ) at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called of such Option Shares as required by the “Closing Date”). The closing provisions of subsection (b) above, against receipt of the payment of the purchase price for, and delivery of certificates representing, the Firm for such Option Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be Underwriters registered in such name or names and shall be in such denominations as the Representatives may request at least two request. It is understood that you, individually and not as Representatives of the several Underwriters, may (2but shall not be obligated to) business days before the Closing Date. The Company will permit make any and all payments required pursuant to this Section 3 on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives at the time of delivery of the Shares to examine and package be purchased by such certificates for delivery at least one Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. It is also understood that you individually rather than all of the Underwriters may (1but shall not be obligated to) full business day prior purchase the Option Shares referred to in subsection (b) of this Section 3, but only to cover overallotments. It is understood that the several Underwriters propose to offer the Shares (including the Option Shares) to be purchased hereunder to the Closing Datepublic upon the terms and conditions set forth in the Registration Statement, after the Registration Statement becomes effective.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxxxx, Xxxxxxx & Xxxxxxxx LLP, Suite 1300, 000 Xxxxxxxxx Xxxx X Xxxxxx, Xxx XxxxXxxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in of immediately available funds funds, against delivery to or as directed by you for the Company upon delivery respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 499,500 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); PROVIDED, HOWEVER, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the 3,330,000 Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer of immedidately available funds at the offices of Xxxxxxx, Phleger & Xxxxxxxx LLP, Suite 1300, 000 Xxxx X Xxxxxx, Xxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees each Selling Stockholder, severally and not jointly, agrees, to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Stockholders, at a purchase price per share of $____[ ], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Xxxxxx Xxxxxx & Xxxxxxx LLP (“Company’s Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives Lead Managers and the Company, at 10:00 9:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 11 hereof) following the date of the effectiveness of the Registration StatementStatement (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 Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Managers and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon Custodian (pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement), as the case may be, against delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Lead Managers may request at least two (2) business days before the Closing Date. The Company Custodian will permit the Representatives Lead Managers to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (d) 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 Selling Stockholders listed on Schedule II hereto as selling Additional Shares hereby grant to the Underwriters, acting severally and not jointly, the option to purchase up to 688,539 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters, the respective numbers of Additional Shares obtained by multiplying the numbers of Additional Shares specified in such notice by a fraction the numerator of which is in the case of each Selling Stockholder selling Additional Shares, the number of shares set forth opposite the name of such Selling Stockholder in Schedule II hereto, and the denominator of which is the total number of Additional Shares (subject to adjustment by the Lead Managers to eliminate fractions). 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 thirtieth day following the date of the Prospectus, by written notice by the Lead Managers to the Company and the Selling Stockholders. If the option is exercised in part, the Selling Stockholders will sell the amount that is proportional to the total number of Additional Shares listed on Schedule II. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Managers, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 10 or 11 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Custodian, on behalf of the Selling Stockholders shall permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate any fractional shares as the Lead Managers in their sole discretion shall make. The number of Additional Shares to be sold by each Selling Stockholder shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in the second column of Schedule II hereto bears to 688,539, subject in each case, however, to such adjustments to eliminate any fractional shares as the Lead Managers in their sole discretion shall make. (f) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Company’s Counsel, or at such other place as shall be agreed upon by the Lead Managers, the Company and the Selling Stockholders, at 9:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Lead Managers, the Company and the Selling Stockholders. (g) Certificates for the Additional Shares 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. Payment for the Additional Shares to be sold by the Selling Stockholders shall be made to or upon the order of the Selling Stockholders of the purchase price by wire transfer in Federal (same day) funds to the Selling Stockholders or the Custodian at the offices of Company’s Counsel, or such other location as may be mutually acceptable, against delivery of the Additional Shares to the Representatives for the respective accounts of the Underwriters. The Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (h) The Company and the Selling Stockholders acknowledge and agree that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters 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 any Underwriter has advised or is advising any such 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 (iv) the Company 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 the Company is not relying on the Underwriters with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Company, at a purchase price per share of $4.0485, the number of Firm Shares set forth opposite its name on Schedule I hereto. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the office of Xxxxxxx Procter LLP, The New York Times Building, 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York City time, on January 15, 2014, or such other time and date as the Representative 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 Shares shall be made by wire transfer in same day funds to the Company upon delivery of the Firm Shares to the Representative through the facilities of The Depository Trust Company for the account of the Underwriter. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request. The Company will permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriter the option to purchase up to 872,085 Additional Shares at the same purchase price per share to be paid by the Underwriter for the Firm Shares as set forth in Section 2(a) above. 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 thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares 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. 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 Company agrees option as to sell to each all or any portion of the Additional Shares, the Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, Company the number of Additional Shares as set forth herein. The option with respect to the Additional Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to by the provisions of Section 10 hereofUnderwriter. (bd) Payment of the purchase price for, and delivery of of, certificates representing, representing the Firm Additional Shares shall be made at the offices office of the Underwriters’ Underwriter’s Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration StatementAdditional Closing Date, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”)Company. The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Additional Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Additional Shares to the Representatives Representative through the facilities of The Depository Trust Company for the respective accounts account of the several UnderwritersUnderwriter. Certificates for the Firm Additional Shares shall be registered in such name or names and shall be in such denominations as the Representatives Representative may request at least two (2) business days before the Closing Daterequest. The Company will permit the Representatives Representative to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On The Dealers agree, severally and not jointly, to sell the Offered Securities to the Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties, covenants warranties and agreements set forth herein containedand subject to the conditions set forth herein, but agrees, severally and not jointly, to purchase, at a price per share of $189.271 (the “Purchase Price”), from the Dealers the respective number of Offered Securities set forth for such Dealer opposite such Underwriter’s name in Schedule 1 hereto. (b) The Dealers, the Issuer and Counterparty understand that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Dealers, the Issuer and Counterparty understand that the Dealers propose to, and will, offer, only through the Lead Underwriter, the Additional Securities, in each case, for sale to the public as set forth in the Prospectus and herein. Each of the Dealers, the Issuer and Counterparty acknowledge and agree that the Underwriters (in the case of the Offered Securities) and the Lead Underwriter (in the case of the Additional Securities) may offer and sell Shares to or through any of their respective affiliates; provided that any such offers and sales by an affiliate of the Underwriters will be subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofthis Agreement. (bc) Payment of the purchase price for, and delivery of certificates representing, Purchase Price for the Firm Shares Offered Securities shall be made by wire transfer in immediately available funds to accounts specified by the Dealers and acceptable to the Underwriters at the offices of the Underwriters’ CounselCravath, Swaine & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon remotely by the Representatives exchange of documents and the Companysignatures (or their electronic counterparts), at 10:00 A.M., New York City time, on August 8, 2023, or at such other time or place on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, same or such other time date, not later than ten (10) the fifth business days after such date day thereafter, as shall be agreed upon by the Representatives Counterparty, the Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such Dealers may agree upon in writing. The time and date of such payment and delivery being herein called for the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares Offered Securities is referred to herein as the “ClosingClosing Date.” (c) ” Payment of the purchase price for the Firm Shares Offered Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds against delivery to or as directed the Underwriters of the Offered Securities to be purchased on the Closing Date. Delivery of the Offered Securities to be purchased by the Company upon delivery of certificates for the Firm Shares to the Representatives Underwriters shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Instructions to the transfer agent for the respective accounts delivery of the several Underwriters. Certificates Offered Securities will be made available for inspection by the Firm Shares shall be registered in such name or names and shall be in such denominations as Underwriters not later than 1:00 P.M., New York City time, on the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (d) The Lead Underwriter agrees with each Dealer and with Counterparty that it will use commercially reasonable efforts to sell all the Additional Securities to be sold by each respective Dealer (or its affiliate) hereunder and pursuant to its respective VPF Transaction in the respective number of Additional Securities set forth opposite such Dealer’s name in Schedule 2 hereto in accordance with this Agreement and with the terms, conditions and procedures agreed to separately in writing by the Lead Underwriter, the Underwriters and the Dealers. (e) The Dealers, the Issuer and Counterparty acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and Counterparty with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering), which does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters. The Underwriters are not acting as a financial advisor or a fiduciary to, or an agent of, the Issuer, Counterparty or any other entity or person. Additionally, the Underwriters are not advising the Issuer or any other entity or person as to any legal, tax, investment, accounting, financial or regulatory matters in any jurisdiction and none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Issuer and Counterparty shall consult with their own advisors concerning such matters and each shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have any responsibility or liability to the Issuer or Counterparty with respect thereto, except as expressly set forth in this Agreement. Any review by the Underwriters of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer or Counterparty.

Purchase, Sale and Delivery of the Shares. (a) 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 agrees to sell to each Underwriter the several Underwriters 4,250,000 of the Firm Shares, Xxxxxxx hereby agrees to sell to the several Underwriters 150,000 of the Firm Shares and the Trust hereby agrees to sell to the several Underwriters 350,000 of the Firm Shares; and each Underwriter, severally and not jointly, agrees to purchase from the Companynumber of shares of the Firm Shares set forth opposite that Underwriter's name in SCHEDULE I hereto, at a purchase price per share of $_____ per share. Each Underwriter shall be obligated to purchase from the Company, and the Selling Shareholders, that number of the Firm Shares which represents the same proportion of the number of the Firm Shares to be sold by the Company and the Selling Shareholders as the number of shares of the Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional the name of such Underwriter in SCHEDULE I represents of the total number of shares of the Firm Shares which such Underwriter may become obligated to purchase be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the provisions Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Delivery of Section 10 hereof. (b) Payment certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ CounselBear, Xxxxxxx & Co. Inc., 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place location as may be mutually acceptable. Such delivery and payment shall be agreed upon by the Representatives and the Company, made at 10:00 A.M.a.m., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under of the Exchange Act, fourth (4th) business day following the determination of the initial public offering price pursuant to this SECTION 2 (unless such time and date are postponed in accordance with the provisions of Section 10 SECTION 9 hereof) following the date of the effectiveness of the Registration Statement), or at such other time not later than ten (10) business days after such date as shall be agreed upon by you, the Representatives Selling Shareholders and the Company as permitted under Rule 15c6-1 under the Exchange Act (such Company. The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as you for the “Closing.” (c) Payment respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the order of the Company upon delivery of certificates for and the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersSelling Shareholders by certified or official bank checks payable in New York Clearing House next-day funds. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company and the Selling Shareholders will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (b) In addition, the Company hereby grants to the several Underwriters the option to purchase up to 712,500 Additional Shares at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Shares as set forth in this SECTION 2, for the sole purpose of covering over- allotments in the sale of Firm Shares by the several Underwriters. This option may be exercised at any time (but not more than once), in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of SECTION 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same relationship to the aggregate number of Additional Shares being purchased by the Underwriters, as the number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE I hereto (or such number increased as set forth in SECTION 9 hereof), bears to the aggregate number of Firm Shares being purchased hereby, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by certified or official bank check or checks, in New York Clearing House next-day funds, payable to the order of the Company at the offices of Bear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (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 2,500,000 of the Firm Shares to each the Underwriter and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company, at a purchase price per share of $____$ , the number of Firm Shares set forth opposite their the respective names on name of the Underwriter in Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofI hereto. (b) Payment Delivery of the Firm Shares to the Underwriter shall be made, against payment of the purchase price fortherefor, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ CounselVxxxxx & Exxxxx L.L.P., 000 Xxxxxxxxx 600 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on February , 2004, or at such other place time as shall be agreed upon by the Representatives Underwriter and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” On the Closing Date, at 10:00 A.M.one or more Firm Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York City (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriter (the “Global Shares”) shall be delivered by the Company to the Underwriter, against payment by the Underwriter of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to the Underwriter of the information required to effect such wire transfer. The Global Shares shall be made available to the Underwriter for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company hereby grants to the Underwriter the option to purchase up to 375,000 Additional Shares at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriter. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice to the Company from the Underwriter. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriter, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Additional Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Additional Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to the Underwriter shall be up to the Additional Share amount in the sole discretion of the Underwriter. Delivery of the Additional Shares to the Underwriter shall be made, against payment of the purchase price therefor, at the offices of Vxxxxx & Exxxxx L.L.P., 600 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Additional Shares sold to the Underwriters (the “Additional Global Shares”) shall be delivered by the Company to the Underwriter, against payment by the Underwriters of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to the Underwriter of the information required to effect such wire transfer. The Additional Global Shares shall be made available to the Underwriter for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $[______], the number of Firm Shares set forth opposite their respective names on Schedule A I attached hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxx XxxxP.C., Xxx Xxxx 00000Palo Alto, California (“Company’s Counsel”), or at such other place as shall be agreed upon by the Representatives Lead Manager and the Company, at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (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 Shares) or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Manager and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Lead Manager through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by the Lead Manager. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Lead Manager may request at least two business days prior to the Closing Date. The Company will permit the Lead Manager 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 Underwriters, acting severally and not jointly, the option to purchase up to [______] Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice from the Lead Manager to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Manager, when the Additional Shares 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). 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 Underwriter in Schedule I attached hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Lead Manager in its sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Company’s 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 Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by the Lead Manager and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Additional Shares shall be registered in such name or names and shall be in such denominations as the Representatives Lead Manager may request at least two (2) business days before the Additional Closing Date. The Company will permit the Representatives Lead Manager to examine and package such certificates for delivery at least one (1) full business day prior to the applicable Additional Closing Date. (e) The Company acknowledges and agrees that: (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters 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 any Underwriter has advised or is advising any such 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 (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.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Shareholders agree to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the CompanySelling Shareholders, at a purchase price per share of $___________, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices office of the Underwriters’ CounselLathxx & Xatkxxx, 000 Xxxxxxxxx 005 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or xx at such other place as shall be agreed upon by the Representatives you and the CompanySelling Shareholders, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act Selling Shareholders (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Selling Shareholders by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) business days before prior to the Closing Date. The Company and the Selling Shareholders will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, The Jaffx Xxxily Foundation hereby grants to the Underwriters an option to purchase up to 300,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Selling Shareholders for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time in whole or up to three times in part on or before the 30th day following the date of the Prospectus, by written notice by you to the Company and the Jaffx Xxxily Foundation. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (each such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that an Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised or later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at 7 8 least two business days prior to each Additional Closing Date. The Company and the Jaffx Xxxily Foundation will permit you to examine and package such certificates for delivery at least one business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter on each Additional Closing Date shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased on such Additional Closing Date as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 2,000,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Lathxx & Xatkxxx, 005 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) 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 agrees to sell 4,250,000 of the Firm Shares, and the Selling Shareholder hereby agrees to each Underwriter sell 500,000 of the Firm Shares, to the several Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Companynumber of shares of the Firm Shares set opposite that Underwriter's name in SCHEDULE I hereto, at a purchase price per share of $_____ per share. Each Underwriter shall be obligated to purchase from the Company, and the Selling Shareholder, that number of the Firm Shares which represents the same proportion of the number of the Firm Shares to be sold by the Company as the number of shares of the Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional the name of such Underwriter in SCHEDULE I represents of the total number of shares of the Firm Shares which such Underwriter may become obligated to purchase be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the provisions Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Delivery of Section 10 hereof. (b) Payment certificates, and payment of the purchase price forprice, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ CounselBear, Xxxxxxx & Co. Inc., 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place location as may be mutually acceptable. Such delivery and payment shall be agreed upon by the Representatives and the Company, made at 10:00 A.M.a.m., New York City time, on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under of the Exchange Act, fourth (4th) business day following the determination of the initial public offering price pursuant to this SECTION 2 (unless such time and date are postponed in accordance with the provisions of Section 10 SECTION 9 hereof) following the date of the effectiveness of the Registration Statement), or at such other time not later than ten (10) business days after such date as shall be agreed upon by you, the Representatives Selling Shareholder and the Company as permitted under Rule 15c6-1 under the Exchange Act (such Company. The time and date of such delivery and payment and delivery being are herein called the “"Closing Date”). The closing ." Delivery of the payment of the purchase price for, and delivery of certificates representing, for the Firm Shares is referred shall be made to herein as you for the “Closing.” (c) Payment respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the order of the Company upon delivery of certificates for and the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several UnderwritersSelling Shareholder by certified or official bank checks payable in New York Clearing House next-day funds. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company and the Selling Shareholder will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (b) In addition, the Company hereby grants to the several Underwriters the option to purchase up to 712,500 Additional Shares at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Shares as set forth in this SECTION 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the several Underwriters. This option may be exercised at any time (but not more than once), in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of SECTION 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same relationship to the aggregate number of Additional Shares being purchased by the Underwriters, as the number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE I hereto (or such number increased as set forth in SECTION 9 hereof), bears to the aggregate number of Firm Shares being purchased hereby, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by certified or official bank check or checks, in New York Clearing House next-day funds, payable to the order of the Company at the offices of Bear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) the Company agrees to sell to the Underwriters 2,000,000 of the Shares, (b) each such Underwriter and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company, pro rata, at a purchase price per share of $____25.00 per share, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated in Schedule I hereto. The Company will deliver definitive certificates for the Shares through the facilities of the Depository Trust Company for the accounts of the Underwriters against payment to purchase the Company by wire transfer (pursuant to wire transfer instructions provided to the provisions of Section 10 hereof. (b) Payment Underwriters by the Company), of the aggregate purchase price forfor the Shares sold by them to the several Underwriters, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Bryax Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyXXX, at 10:00 A.M.a.m., New York City time, on the third (3rd) orApril 28, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, 1998 or on such other time date not later than ten (10) three full business days after such date thereafter as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (may agree, such time and date of payment and delivery being herein called the “"Closing Date”." The number of Shares to be purchased by each Underwriter from the Company shall be determined by multiplying 2,000,000 by a fraction, the numerator of which is the number of Shares to be purchased by such Underwriter as set forth opposite its name in Schedule I and the denominator of which is 2,000,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). The closing It is understood that any Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the other Underwriters whose payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day not have been received prior to the Closing DateDate for Shares to be purchased by such Underwriter. Any such payment by an Underwriter shall not relieve the other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the public upon the terms and conditions set forth in the Registration Statement hereinafter defined.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters 2,100,000 Firm Shares, each Underwriter Selling Shareholder agrees to sell to the Underwriters the number of Firm Shares set forth opposite such Selling Shareholder's name in Schedule II hereto, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the CompanyCompany and each of the Selling Shareholders, at a purchase price per share of $__________, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Trouxxxx Xxxdxxx XXX ("Underwriters’ ' Counsel"), 000 Xxxxxxxxx XxxxxxAtlanta, Xxx Xxxx, Xxx Xxxx 00000Georgia, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rdas permitted under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (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 of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness initial public offering price of the Registration StatementShares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company and each of the Selling Shareholders by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Representatives for the respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and in such authorized denominations as the (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 100,000 Additional Shares, and each of the Selling Shareholders hereby grants to the Underwriters the option to purchase up to the number of Additional Shares set forth opposite such Selling Shareholder's name in Schedule II hereto, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) full business days before prior to the Additional Closing Date. The Company and each of the Selling Shareholders will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 2,500,000, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in same day funds, at the offices of Underwriters' Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $[____], the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxxx & Xxxxxxx, 000 Xxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxx XxxxSuite 1900, Xxx Xxxx 00000San Francisco, California, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 7:00 A.M., New York City San Francisco time, on the third (3rd) or[__], as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day 1999 (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementFirm Shares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in immediately available funds same ------------ day funds, against delivery to or as directed by the Company upon delivery Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 600,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over- allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however,that the Additional Closing Date ----------------------- shall not be earlier than the Closing Date nor 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds each payable to the order of the Company at the office of Xxxxxx & Xxxxxxx, 000 Xxxxxxxxxx Xxxxxx, Suite 1900, San Francisco, California, or such other location as may be mutually acceptable, against delivery of the certificates for the Additional Shares to the Underwriters. (f) The Company and the Underwriters agree that up to [__] of the Firm Shares to be purchased by the Underwriters (the "Reserved Shares") shall be --------------- reserved for sale by the Underwriters to certain individuals and entities having business relationships with the Company, as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the "NASD") and all other applicable laws, rules and ---- regulations. To the extent that such Reserved Shares are not orally confirmed for purchase by such individuals and entities having business relationships with the Company by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the public offering contemplated hereby.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on name of each Underwriter in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof9. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselFulbright & Xxxxxxxx L.L.P., 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on March ___, 2002 or the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof9) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”"CLOSING DATE"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company or upon the order of the Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives you through the facilities of The the Depository Trust Company for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company You will permit the Representatives be permitted to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up the Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised from time to time and at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "ADDITIONAL CLOSING DATE"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I (or such number increased as set forth in Section 9) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds at the offices of Fulbright & Xxxxxxxx L.L.P., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other location as may be mutually acceptable to you and the Company, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in of immediately available funds funds, against delivery to or as directed by you for the Company upon delivery respective accounts of the Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. If you so elect, delivery of the Firm Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 450,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. If you so elect, delivery of the Additional Shares purchased from the Company may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by you. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer in immediately available funds at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters. (d) The Company and the Underwriters agree that up to [_______] of the Firm Shares to be purchased by the Underwriters (the "Directed Shares") shall be reserved for sale by the Underwriters to eligible directors, officers, employees, business affiliates and related persons of the Company ("eligible purchasers") as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. and all other applicable laws, rules and regulations. To the extent that the Directed Shares are not purchased by eligible purchasers of the Company, the Directed Shares may be offered to the public as part of the public offering contemplated hereby.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees and each Underwriter agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price per share of $____5.491, the number of shares of Firm Shares set forth opposite their respective names on the name of such Underwriter in Schedule A hereto together with I hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Baker & Hostetler LLP, or at such other place as shall be agreed upon by the Representatives xx xxe Rxxxxxxxxxtives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, or fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness public offering price of the Registration StatementShares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company Selling Stockholder upon delivery of certificates for the Firm Shares to the Representatives through offices of American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038, for the facilities account of The Depository the Underxxxxxxx xxxxxxx xxx xxxxxxxxxx xx Xxx Xxpository Trust Company for the respective accounts of the several Underwriters. Certificates The Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholder to the Underwriters, or otherwise in connection with the performance of the Selling Stockholder's obligations hereunder. (d) 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 Selling Stockholder hereby grants to the Underwriters, severally and not jointly, the option to purchase the Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares shall as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be registered exercised at any time and from time to time, in such name whole or names and shall be in such denominations as the Representatives may request at least two (2) business days part on one or more occasions, on or before the Closing Date. The Company will permit thirtieth day following the date of the Prospectus, by written notice by the Representatives to examine the Company and package the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (any such certificates for delivery at least one (1) date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day prior 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. (e) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Baker & Hostetler LLP, or at such other place as shall be agreed upon xx xxe Rxxxxxxxxxtives and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Representatives, the Company and the Selling Stockholder. (f) Payment for the Additional Shares to be sold by the Selling Stockholder shall be made to or upon the order of the Selling Stockholder of the purchase price by wire transfer in Federal (same day) funds to the Closing DateSelling Stockholder upon delivery of the certificates for the Additional Shares, to the offices of American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038, for the account of the Underxxxxxxx. Xxx Xxxxxxx Xxxxxxxxxxx xxxxxx agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by the Selling Stockholder to the Underwriters, or otherwise in connection with the performance of the Selling Stockholder's obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders severally and not jointly agree to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price per share of $_____, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselBear, Xxxxxxx & Co. Inc., 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 A.M.A.M. on March ___, New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day 2000 (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementFirm Shares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the Company and to the custodian designated by the Selling Shareholders in the Custody Agreement by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before hours prior to the Closing Date. The Company and the Selling Shareholders will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase the Company Additional Shares, and the Selling Shareholders identified on Schedule III hereto hereby collectively grant to the Underwriters the option to purchase up to that number of Additional Shares identified on Schedule III set forth next to such Selling Shareholder's name at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Underwriters to the Company and to such Selling Shareholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, ----------------------- however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Date. The Company and each Selling Shareholder listed on Schedule III will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company and the Selling Shareholders, subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. If less than 525,000 Additional Shares are purchased, the Underwriters shall purchase (i) one-half of the Additional Shares purchased from the Company, and (ii) one-half of the Additional Shares purchased from the Selling Shareholders in such proportion as is set forth on Schedule III. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds each payable to the order of the Company and, in the case of the Selling Shareholders, to the custodian designated by the Selling Shareholders on behalf of the Selling Shareholders at the office of Bear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____$ , the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at by wire transfer in same day funds to or as directed by the offices Company upon delivery of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by Firm Shares to the Representatives and through the Company, facilities of The Depository Trust Company for the respective accounts of the several Underwriters at 10:00 A.M., New York City time, on the third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) the fourth (4th) business day (unless postponed in accordance with after the provisions of Section 10 hereof) following the date determination of the effectiveness public offering price of the Registration StatementShares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Bear Xxxxxxx and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Bear Xxxxxxx may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Bear Xxxxxxx to examine and package such certificates for delivery at least one (1) 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 1,875,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice by Bear Xxxxxxx, on behalf of the Underwriters, to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Xxxxxxx, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be 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. The Company shall permit Bear Xxxxxxx to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. (d) If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate any fractional shares as Bear Xxxxxxx in its sole discretion shall make. (e) Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters 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. Additional Shares shall be registered in such name or names and shall be in such denominations as Bear Xxxxxxx may request at least two (2) business days prior to the Additional Closing Date. The Company will permit Bear Xxxxxxx to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date. (f) Deliveries of the documents described in Section 7 hereof with respect to the purchase of Firm Shares or Additional Shares, as the case may be, shall be made at 10:00 A.M., New York City time, at the office of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP (“Underwriters’ Counsel”), or at such other place and time as shall be agreed upon by Bear Xxxxxxx and the Company, on the Closing Date or the Additional Closing Date, as the case may be. (g) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters 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 any Underwriter has advised or is advising any such 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 (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.

Purchase, Sale and Delivery of the Shares. (a) 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 agrees to issue and sell to each Underwriter 4,200,000 of the Firm Shares, and each Underwriterthe Selling Securityholders, severally and not jointly, agrees agree to sell 800,000 of the Firm Shares to the several Underwriters and the Underwriters, severally and not jointly, agree to purchase from the CompanyCompany and the Selling Securityholders, at a purchase price per share of $_____, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices of the Underwriters’ CounselBear, Xxxxxxx & Co. Inc., 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, a.m. on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third business day after the determination of the initial public offering price of the Shares or the fourth business day after the determination of the initial pubic offering price of the Shares if such determination is made after 4:30 p.m. E.S.T.), or such other time not later than ten (10) business days after such date as shall be agreed upon by you, the Representatives Selling Securityholders and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the order of the Company, on behalf of itself and each of the Selling Securityholders by wire transfer in immediately available of New York Clearing House (next day) funds payable to or as directed by the order of the Company upon against delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company and the Selling Securityholders will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, certain of the Selling Securityholders (as listed on Schedule II hereto) hereby agrees to sell to the several Underwriters an aggregate of 750,000 Additional Shares at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); PROVIDED, HOWEVER, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 6,000,000, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer of New York Clearing House (next day) funds, payable to the order of the Company, on behalf of the Selling Securityholders, at the offices of Bear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the several Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____________, the number of Firm Shares set forth opposite their the respective names on of the Underwriters in Schedule A I hereto together with any plus an additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, or at such other place as shall be agreed upon by the Representatives you and the Company, at 10:00 A.M., New York City time, A.M. on the third or fourth business day (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares by certified or official bank check or checks drawn in federal funds or similar same day funds payable to the Representatives through order of the facilities of The Depository Trust Company Company, against delivery to you for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives you may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives you to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 900,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised from time to time and at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by certified or official bank check or checks drawn in federal funds or similar same day funds, payable to the order of the Company as noted above, at the offices or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants contained in this Agreement and agreements herein contained, but subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to sell to each Underwriter of the Underwriters, and each Underwriterof the Underwriters, severally individually and not jointly, agrees to purchase from the Company, at a purchase price per share of $______ per Share, the number respective amount of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number the name of Shares which such Underwriter may become obligated in Schedule 3 to this Agreement. One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase pursuant under this Agreement, and registered in such name or names as you request upon notice to the provisions Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of Section 10 hereof. (b) Payment the Company to you on the Closing Date for the respective accounts of the several Underwriters, against payment by or on behalf of the Underwriters of the purchase price fortherefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Company or at the option of the Underwriters, by wire transfer to the account of the Company in same-day funds. Such delivery of, and delivery of certificates representingpayment for, the Firm Shares shall be made at the offices of the Underwriters’ CounselHonixxxx Xxxlxx Xxxwxxxx xxx Cohn, 000 Xxxxxxxxx Xxxxxx0090 Xxxxx Xxxxxxxx Xxxxxxxx., Xxx XxxxXxxxxxx, Xxx Xxxx XX 00000, xx 9:30 A.M., Detroit time, on ______________, 1996, or at such other place as shall be agreed upon by the Representatives and the Companyplace, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, time or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives you and the Company may agree upon or as permitted under Rule 15c6-1 under the Exchange Act (you may determine pursuant to Section 9 of this Agreement, such time and date of delivery against payment and delivery being herein called referred to in this Agreement as the “"Firm Closing Date”)". The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to Company will make such certificate or as directed by the Company upon delivery of certificates for the Firm Shares available to you for inspection at the offices in Detroit, Michigan of the Company's transfer agent or registrar or of Ronex & Xo., L.L.C., at least 24 hours prior to the Representatives through Firm Closing Date. (b) For the facilities sole purpose of The Depository Trust Company for covering any over-allotments in connection with the respective accounts distribution and sale of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as contemplated by the Representatives may request at least two (2) business days before Prospectus, the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior hereby grants to the Closing Date.Underwriters an option to purchase, individually and not jointly, the Option

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees agrees, and each Selling Stockholder, severally and not jointly, agrees, to sell to each Underwriter the Underwriters and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price per share of $____[·], the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, for the Firm Shares shall be made at the offices of the Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or 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 third or (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, ) fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 or 11 hereof) following the date of the effectiveness of the Registration StatementStatement (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 Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Lead Manager and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available same day funds to or as directed by the Company and the Custodian (pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement), as the case may be, upon delivery of the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by the Selling Stockholders to the several Underwriters, or otherwise in connection with the performance of the Selling Stockholders’ obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Stockholders hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares, or the corresponding ADRs in case the Underwriters have elected to take delivery of any Shares in the form of ADSs, shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares or ADSs, as the case may be, as set forth in the Registration Statement or the Prospectus) as the Lead Manager may request at least two business days before the Closing Date. The Company and the Custodian will permit the Lead Manager 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 Underwriters, acting severally and not jointly, the option to purchase up to 911,250 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 thirtieth day following the date of the Prospectus, by written notice from the Lead Manager to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Manager, when the Additional Shares 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 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). 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 Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as the Lead Manager in its sole discretion shall make. (d) Payment of the purchase price for the Additional Shares shall be made at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 10 hereof), or such other time as shall be agreed upon by the Lead Manager and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Firm Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Additional Shares, or the corresponding ADRs in case the Underwriters have elected to take delivery of any Shares in the form of ADSs, shall be registered in such name or names and shall be in such denominations (not less than the minimum denomination of such Shares or ADSs, as the Representatives case may be, as set forth in the Registration Statement or the Prospectus) as the Lead Manager may request at least two (2) business days before the Additional Closing Date. The Company will permit the Representatives Lead Manager to examine and package such certificates for delivery at least one (1) full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____5.4802, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) Payment The closing of the purchase price for, and delivery issuance of certificates representing, the Firm Shares shall be made held at the offices office of the Mintz, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. (“Underwriters’ Counsel, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”), or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 10:00 A.M.a.m., New York City time, on the third (3rd) orNovember 8, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement2022, or such other time not later than ten (10) business days after such and date as shall be agreed upon by the Representatives Representative and the Company as permitted under Rule 15c6-1 under the Exchange Act may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares of Voting Common Stock and Non-Voting Common Stock shall be made by wire transfer in immediately available same day funds to or as directed the accounts specified by the Company upon delivery of certificates for the Firm Shares of Voting Common Stock to the Representatives Representative through the facilities of The Depository Trust Company (“DTC”) and Shares of Non-Voting Common Stock through the Company’s transfer agent for its Non-Voting Common Stock, respectively, for the respective accounts of the several Underwriters. Certificates The Shares of Voting Common Stock 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. Delivery of evidence of issuance of the Shares of Non-Voting Common Stock shall be made to the Representative in definitive form, registered in such names and in such denominations as the Representative may request in writing at least two business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,286,449 Additional Shares at the 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 any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth 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 date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “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. 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 Shares of Voting Common Stock set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the 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 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 office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, 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 Representatives Representative may request at least two (2) business days before in writing not later than the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day immediately prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite their respective names on Schedule A I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices office of the Underwriters’ CounselEllenoff Grossman & Schole LLP, 000 Xxxxxxxxx Xxxxxx370 Lexington Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York 10017 ("XXXXXXRITERS' COUNSEL"), or at such other place as shall be agreed xx xx xxxx xxxxx xxxxx xx xxxxx xx xxxxxx upon by the Representatives Maxim and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 9 hereof) following the date of the effectiveness of the Registration StatementStatement (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 Shares), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Maxim and the Company in writing as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”"CLOSING DATE"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in of immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives Maxim through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives Maxim may request at least two (2) business days before the Closing Date. The Company will permit the Representatives Maxim to examine and package such certificates for delivery at least one (1) 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, Selling Shareholder hereby grants to the Underwriters, acting severally and not jointly, the option to purchase the Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. 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 forty-fifth (45th) day following the final date of the Prospectus, by written notice from Maxim to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, the names in which the Additional Shares are to be registered, the denominations in which the Additional Shares are to be issued and the date and time, as reasonably determined by Maxim, when the Additional Shares 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 (2nd) 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 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). 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 Selling Shareholder 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 Underwriter on Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as Maxim in its sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by Maxim 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 Maxim and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in immediately available funds to or as directed by the Selling Shareholder upon delivery of certificates for the Additional Shares to Maxim through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as Maxim may request at least two (2) business days before the Additional Closing Date. The Company will permit Maxim to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter the Underwriters and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on the name of each Underwriter in Schedule A I hereto together with plus ---------- any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. (b) Payment of the purchase price for, and delivery of certificates representingfor, the Firm Shares shall be made at the offices office of the Underwriters’ CounselXxxxxx & Xxxxxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 10:00 A.M.A.M. on _________, New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day 1999 (unless postponed in accordance with the provisions of Section 10 9 hereof) following after the date determination of the effectiveness public offering price of the Registration StatementFirm Shares, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “"Closing Date”"). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made to the ------------ Company by wire transfer in immediately available funds same day funds, against delivery to or as directed by the Company upon delivery Underwriters of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwritersbe purchased by them. Certificates for the Firm Shares shall be registered in such name or names and shall be in such authorized denominations as the Representatives Underwriters may request in writing at least two (2) full business days before prior to the Closing Date. The Company will permit the Representatives Underwriters to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 300,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2 for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, ----------------------- that no Additional Closing Date shall be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised or later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number ---------- increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. (e) Payment for the Additional Shares being purchased at such time shall be made by wire transfer in same day funds payable to the order of the Company at the office of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for such Additional Shares to the Underwriters.