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

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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 $42.0525 [____] per Share, the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I hereto (plus any additional number I. ---------- Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLCING Baring Xxxxxx Xxxx LLC at Park Avenue Plaza, 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 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. a.m., New York City time, on July 7May 18, 2008 1999 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “" Delivery of the ------------ certificates for the Firm Shares shall be made through the facilities of the Depository Trust Company to the 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 by wire transfer of immediately-available funds to an account designated to the Representatives in writing at least two business day” means a day on which days preceding the New York Stock Exchange is open Closing Date. The certificates for trading and on which banks in New York are open for business and not permitted by law or executive order the Shares to be closed)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 Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 39.68 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7March 10, 2008 or at such other time and date thereafter as the Representative Representatives 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters’ names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $ . The initial public offering price of the Shares shall be $ . Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.X. Xxxxxx & Company, L.L.C., 5000 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, or at such other place as the Representative shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the “Closing Date.” Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Firm Share provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional Shares are to be delivered (each such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than three the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than 10 the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.X. Xxxxxx & Company, L.L.C., 5000 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, or at such other place as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased 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 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 Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Dateapplicable. The option with respect Company shall permit you 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 examine and package such option certificates for delivery 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the Option Closing Datetermination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and will be delivered through book entry facilities of DTC and made available for inspection the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative at least of such notice, to purchase or procure one business day prior or more other Underwriters to purchase, in such proportions as may be agreed upon among the Option Closing Date at Representative and such place as purchasing Underwriter or Underwriters and upon the Representativeterms herein set forth, DTC the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Share which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall agreehave the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Companypurchase, at a price of $42.0525 28.74 per Shareshare, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof)Shares. Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives through the facilities of The Depository Trust Company ("DTC"). Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as the Representative 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares certificates are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The 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 You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, time on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Purchasers, and each Purchaser acting severally and not jointly agrees to purchase severally from the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this AgreementCompany, by the Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time Warrants set forth on such Purchaser's signature page hereto, for the aggregate purchase price set forth on such signature page. The Company shall deliver to Xxxxxxxxxx Xxxxxxx PC, in trust, a certificate or certificates, registered in such name or names as the Purchasers may designate, representing the Shares and date at which Warrants, with instructions that such Option Shares certificates are to be delivered. The time and date at which the 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 held for release to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise Investors only upon payment 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 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 aggregate purchase price to the Company. To Upon receipt by Xxxxxxxxxx Xxxxxxx PC of the extentcertificates, if anyeach Purchaser shall promptly cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, that in an amount representing such Purchaser's pro rata portion of the option is exercisedpurchase price as set forth on the signature pages to this Agreement. On the date (the "Closing Date") the Company receives such funds, payment for the Option certificates evidencing the Shares and Warrants shall be made by Federal Funds wire transfer released to an account designated by the Company for Purchasers (the Option Shares to be sold by the Company against delivery "Closing"). The purchase and sale of the Option Shares through the facilities of DTC. Such payment and delivery are to be made Warrants shall take place at the offices of UBS Securities LLCXxxxxxxxxx Xxxxxxx PC, 000 Xxxx Xxxxxx1330 Avenue of the Americas, Xxx Xxxx21st Floor, Xxx XxxxNew York, New York, or at 10:00 a.m. New York time, such other location and on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations other date as the Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC Company and the Company Purchasers shall mutually agree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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, at a purchase price per share of $42.0525 per Share3.384, the number of Firm Shares set forth opposite the name of such Underwriter in their respective names on Schedule I hereto (plus together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof), subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. Payment for (b) The closing of the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery issuance of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made held at the offices office of UBS Securities LLCThe NBD Group, 000 Xxxx XxxxxxInc. (“Underwriters’ Counsel”), Xxx Xxxx, Xxx Xxxxor at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m. A.M., New York City time, on July 7September 12, 2008 2023, or at such other time and date thereafter as the Representative and the Company shall may agree upon, upon in writing (such time and date of payment and delivery being herein referred to as called the “Closing Date.” (As used herein, “”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the accounts specified by the Company at least two business day” means a day on which days prior to the New York Stock Exchange is open Closing Date upon delivery of the Firm Shares to the Representative through the facilities of DTC for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed)the respective accounts of the several Underwriters. The Firm Shares will shall be delivered by Mellon Investor Services LLC (the “Transfer Agent”) registered in such name or names and shall be in such denominations and in such registrations as the Representative requests may request in writing not later than the second full business day immediately prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company . (“DTC”c) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters the option to purchase severally the Option up to 729,166 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in the first paragraph of this Section 22(a) above. The This option granted hereby may be exercised at any time and from time to time, in whole or in part by giving notice (i) at any time on one or more occasions, on or before the Closing Date and (ii) only once thereafter within 30 days after thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.Additional

Purchase, Sale and Delivery of the Shares. On the basis of the ----------------------------------------- representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriters and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Companypurchase, at a price of between $42.0525 8.00 and $10.00 per Shareshare, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated hereof, subject to purchase pursuant to the provisions of adjustments in accordance with Section 11 9 hereof). Payment for the Firm Shares and the Option Shares (if the option provided for below shall have been exercised before the first business day prior to the Closing Date) to be sold hereunder is to be made in New York Clearing House funds by Federal Funds wire transfer certified or bank cashier's checks drawn to an account designated by the order of the Company for the Firm Shares shares to be sold by it and to the order of "Elcom Technologies Corporation as Custodian" for the shares to be sold by the Company Selling Shareholders, in each case against delivery of the Firm Shares certificates therefor to the RepresentativeRepresentative for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxPennsylvania Merchant Group Ltd, at 10:00 a.m. New York _____ a.m., _________ time, on July 7October __, 2008 1996 or at such other time and date not later than two business days thereafter as the Representative may designate as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date" or the "Closing.” " (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). .) The certificates for the Firm Shares and the Option Shares, if any, will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests in writing not later than the second one full business day prior to the Closing Date or Option Closing Date, as applicable, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one by no later than 1:00 p.m. on the last business day prior to the Closing Date at such place or Option Closing Date, as the Representative, DTC and the Company shall agreeapplicable. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholders listed on Schedule II hereto hereby grants grant an option to the several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum aggregate number of Option Shares to be sold by the Selling Shareholders is set forth opposite their respective names in Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving notice (i) part, but only once, and at any time before the Closing Date and (ii) only once thereafter upon written notice given within 30 days after the date of this Agreement, by you, as Representative of the Representative several Underwriters, to the Company and the Custodian (as defined below) setting forth the number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the Option Shares are to be registered and the time and date at which such Option Shares certificates are to be delivered. If the option granted hereby is exercised for less than the maximum number of Option Shares being offered by the Selling Shareholders, the respective number of Option Shares to be sold by each of the Selling Shareholders listed on Schedule II hereto shall be determined on a pro rata basis in accordance with the number of shares 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 the certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than one (if the option is exercised at least one full business day prior to the Closing Date) or three (if the Option is exercised on or after the last full business day prior to the Closing Date) nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three one 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 2,100,000, adjusted by you in such manner as to avoid fractional shares. 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 You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by Federal Funds wire transfer certified or bank cashier's check drawn to an account designated by the Company order of "Elcom Technologies Corporation as Custodian" for the Option Shares to be sold by the Company Selling Shareholders against delivery of certificates therefor at the offices of Pennsylvania Merchant Group Ltd. The Selling Shareholders have deposited irrevocable instructions to exercise stock options for the Shares to be sold hereunder, together with checks or cash in the amount of the option exercise price in custody with Elcom Technologies Corporation as custodian (the "Custodian") pursuant to the Custodian Agreement and Power of Attorney (the "Custodian Agreement") executed by each Selling Shareholder for delivery of any Option Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the stock option and the right to purchase the Option Shares issuable upon exercise thereof are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLChereunder, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, certificates for the Option Shares will shall be delivered by the Transfer Agent Custodian in accordance with the terms and conditions of this Agreement as if such denominations event has not occurred. The Custodian is authorized to receive and in such registrations as acknowledge receipt of the Representative requests in writing not later than the second full business day prior to proceeds of sale of the Option Closing Date, and will be delivered through book entry facilities Shares held by it against delivery of DTC and made available for inspection by such Shares. The obligations of the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC Selling Shareholders and the Company shall agreehereunder are several and not joint.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees Selling Shareholders agree to sell to each Underwriterthe several Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the CompanySelling Shareholders, at a price $___________ per share, the number of $42.0525 per ShareFirm Shares set forth opposite the respective names of the Underwriters in 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 in Schedule I hereto (plus any additional bears to the total number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares therefor hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the RepresentativeShares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Such Delivery of certificates and payment and delivery are to of the purchase price for the Firm Shares shall be made at the offices of UBS Securities LLCBear, 000 Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. New York time, on July 7, 2008 or at xx such other time and date thereafter location 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date mutually acceptable. Such delivery and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. A.M., New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second fourth full business day prior following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the Option provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date, and will be delivered through book entry facilities ". Delivery of DTC and made available the certificates for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.Firm

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $5.40. The initial public offering price of the Shares shall be $6.00. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Xxxxxxxxx Securities, Inc., 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, or at such other place in Denver, Colorado as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Firm Share provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional Shares are to be delivered (such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than three the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than 10 the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of Xxxxxxxxx Securities, Inc., 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased 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 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 Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Dateapplicable. The option with respect Company shall permit you 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 examine and package such option certificates for delivery 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the Option Closing Datetermination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and will be delivered through book entry facilities of DTC and made available for inspection the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative at least of such notice, to purchase or procure one business day prior or more other Underwriters to purchase, in such proportions as may be agreed upon among the Option Closing Date at Representative and such place as purchasing Underwriter or Underwriters and upon the Representativeterms herein set forth, DTC the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall agreehave the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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 Underwritersell 500,000 of the Firm Shares, to the several Underwriters, and each Underwriter, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set opposite that Underwriter's name in SCHEDULE I hereto, at $_____ per share. Each Underwriter shall be obligated to purchase from the Company, at a price and the Selling Shareholder, that number of $42.0525 per Share, 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 the name of such Underwriter in Schedule SCHEDULE I hereto (plus any additional represents of the total number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions shares of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be made by Federal Funds wire transfer rounded among the Underwriters to an account designated by avoid fractional shares, as the Company Representatives may determine. Delivery of certificates, and payment of the purchase price, for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLCBear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m. a.m., New York time, on July 7the third or fourth business day (as permitted under Rule 15c6-1 of the Exchange Act) 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 9 hereof), 2008 or at such other time and date thereafter as shall be agreed upon by you, the Representative Selling Shareholder and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading the Firm Shares shall be made to you 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 to the order of the Company and on which banks the Selling Shareholder by certified or official bank checks payable in New York are open Clearing House next-day funds. Certificates for business and not permitted by law or executive order to be closed). The the Firm Shares will shall be delivered by Mellon Investor Services LLC (the “Transfer Agent”) registered in such denominations name or names and in such registrations authorized denominations as the Representative requests you may request in writing not later than at least two full business days prior to the second Closing Date. The Company and the Selling Shareholder will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriters and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Companypurchase, at a price of $42.0525 $ per Shareshare, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereto hereof, subject to adjustment in accordance with Section 9 hereof. (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). b) Payment for the Firm Shares to be sold hereunder is to be made in same day funds by Federal Funds wire transfer or certified or bank cashier's checks drawn to an account designated by the Company for the Firm Shares to be sold by order of the Company against delivery of the Firm Shares certificates therefor to the RepresentativeRepresentatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCAlex. Browx & Xons Incorporated, 000 135 Xxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx XxxxXxxxxxxx, at xx 10:00 a.m. New York a.m., Baltimore time, on July 7, 2008 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 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). .) The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agreeDate. (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 and the Selling Shareholders listed on Schedule II hereto hereby grants grant an option to the several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Company and such Selling Shareholders is set forth opposite their respective names on Schedule II hereto. 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 Representatives of the Representative several Underwriters, to the Company and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the Option Shares are to be registered and the time and date at which such Option Shares certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by the Company and each of the Selling Shareholders listed in Schedule II hereto shall be determined on a pro rata basis in accordance 6 7 with the 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 the certificates for Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option 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. 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 You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the 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 by Federal Funds wire transfer certified or bank cashier's check drawn to an account designated by the order of the Company for the Option Shares to be sold by it and to the Company order of "GeoTel Communications Corporation, as Custodian" for the Option Shares to be sold by the Selling Shareholders listed on Schedule II against delivery of certificates therefor at the offices of Alex. Browx & Xons Incorporated, 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. (d) Certificates in negotiable form for the total number of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at sold hereunder by the offices Selling Shareholders have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custodian Agreement executed by each Selling Shareholder for delivery of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on any Option Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that any Option Closing Date. To Shares represented by the extent, if anycertificates held in custody for the Selling Shareholders under the Custodian Agreement are subject to the interests of the Underwriters hereunder, that the option is exercisedarrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Option Shares will hereunder, certificates for the Option Shares shall be delivered by the Transfer Agent Custodian in accordance with the terms and conditions of this Agreement as if such denominations event has not occurred. The Custodian is authorized to receive and in such registrations as acknowledge receipt of the Representative requests in writing not later than the second full business day prior to proceeds of sale of the Option Closing Date, and will be delivered through book entry facilities Shares held by it against delivery of DTC and made available for inspection by the Representative at least one business day prior to the such Option Closing Date at such place as the Representative, DTC and the Company shall agreeShares. 3.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained, contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to sell to each Underwriterof the Underwriters, and each Underwriterof the Underwriters, severally individually and not jointly, agrees to purchase from the Company, at a purchase price of equal to $42.0525 ______ per Share, Firm Share the number of Firm Shares shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated 1 to purchase pursuant to the provisions of Section 11 hereof)this Agreement. Payment One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase under this Agreement, and in such denomination or denominations and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be sold hereunder is delivered by or on behalf of the Company to be made you on the Closing Date for the respective accounts of the several Underwriters, against payment by Federal Funds or on behalf of the Underwriters of the purchase price therefor 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 an the account designated by of the Company for in same-day funds. Such delivery of, and payment for, the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLCFifth Third/The Ohio Company, 000 155 Xxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. New York xx 9:30 A.M., local time, on July 7__________, 2008 1998, or at such other place, time and or date thereafter as the Representative you and the Company shall may agree uponupon or as you may determine pursuant to Section 9 of this Agreement, such time and date of delivery against payment being herein referred to in this Agreement as the “"Firm 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)". The Firm Shares Company will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in make 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available certificate or certificates for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 available to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment you for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made inspection at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, _______________ at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second full business day least 24 hours prior to the Option Firm Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of $42.0525 ______________ per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC, 000 ING Baring Xxxxxx Xxxx LLC at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 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. a.m., New York City time, on July 7__________, 2008 1999 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “" Delivery of the certificates for the Firm Shares shall be made to the 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 by wire transfer of immediately available funds to an account designated to the Representatives in writing at least two business day” means a day on which days preceding the New York Stock Exchange is open Closing Date. The certificates for trading and on which banks in New York are open for business and not permitted by law or executive order the Shares to be closed)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 Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the ------------------------------------------ representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $________ and the initial public offering price per Firm Share shall be $________. Payment for the Firm Shares by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Cohig & Associates, Inc., Suite 400, 0000 Xxxxx Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, or at such other place as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the "Closing Date." In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Share of the Firm Shares provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional 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 are herein referred to as the “Option called an "Additional Closing Date”"). If ; provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option is three or more days before shall have been given nor later than the Closing Date, eighth business day after the date on which such notice of exercise shall set the Closing Date as the Option Closing Datehave been given. 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 Payment for the Option Additional Shares shall be made by Federal Funds wire transfer certified or official bank check in clearing house funds payable to an account designated by the order of the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLCCohig & Associates, 000 Xxxx XxxxxxInc., Xxx XxxxSuite 400, Xxx Xxxx6300 South Syracuse Way, Englewood, Colorado, or at 10:00 a.m. New York timesuch other place as you shall determine and advise the Company by at least two full days' notice in writing, on upon delivery of certificates representing the Option Closing DateAdditional Shares to you. To Certificates for the extent, if any, that the option is exercised, the Option Shares will purchased shall be delivered by the Transfer Agent registered in such denominations name or names and in such registrations authorized denominations as the Representative requests you may request in writing not later than at least two full business days prior to the second -13- Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the Option Closing Datetermination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and will be delivered through book entry facilities of DTC and made available for inspection the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative at least of such notice, to purchase or procure one business day prior or more other Underwriters to purchase, in such proportions as may be agreed upon among the Option Closing Date at Representative and such place as purchasing Underwriter or Underwriters and upon the Representativeterms herein set forth, DTC the Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Shares, the Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall agreehave the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non- defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 48.50 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. New York time, on July March 7, 2008 2011 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx XxxxXX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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, at a purchase price per share of $42.0525 per Share4.70, the number of Firm Shares set forth opposite the name of such Underwriter in their respective names on Schedule I hereto (plus together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof), subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. Payment for (b) The closing of the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery issuance of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made held at the offices office of UBS Securities LLCWhite & Case LLP (“Underwriters’ Counsel”), 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxxor at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m. A.M., New York City time, on July 7February 14, 2008 2023, or at such other time and date thereafter as the Representative and the Company shall may agree upon, upon in writing (such time and date of payment and delivery being herein referred to as called the “Closing Date.” (As used herein, “”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the accounts specified by the Company at least two business day” means a day on which days prior to the New York Stock Exchange is open Closing Date upon delivery of the Firm Shares to the Representative through the facilities of DTC for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed)the respective accounts of the several Underwriters. The Firm Shares will shall be delivered by Mellon Investor Services LLC (the “Transfer Agent”) registered in such name or names and shall be in such denominations and in such registrations as the Representative requests may request in writing not later than the second 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 600,000 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. This option may be exercised at any time and will 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 through book entry facilities of The Depository Trust Company (any such date and time being herein sometimes referred to as an “DTCAdditional Closing Date”) and made available for inspection by the Representative at least one business day prior to ); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date at such place as or earlier than the Representative, DTC and second full business day after the Company date on which the option shall agreehave been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. In addition, on On the basis of the representations representations, warranties, covenants and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.set

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants agreements herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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 to be paid by the Underwriters to the Company for the Shares will be $3.7968 per share (the “Purchase Price”). The Company will deliver the Firm 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, in each such case, 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 Closing Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an option 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 and the Representative. 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 certificates for 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 severally such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Option Shares at Company for the price per share account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth in opposite such Underwriter’s name on Schedule A bears to the first paragraph total number of this Section 2shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The option granted hereby may be exercised in whole as to all or in any part by giving notice (i) of the Optional Stock at any time, and from time before the Closing Date and to time, not more than thirty (ii30) only once thereafter within 30 days after 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 Option Shares as shares of the Optional Stock to which be purchased by the several Underwriters are exercising the option and the date and time for delivery of and payment for the Optional Stock. Each date at and time for delivery of and payment for the Optional Stock (which such Option Shares are to may be delivered. The time and date at which the 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 Date, but not earlier) is herein referred to as 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. If the date of exercise of the option is three or more days before the The Option Closing Date, the notice of exercise shall set Date and the Closing Date as are herein called the Option “Closing Date. Dates.” The option with respect Company will deliver the Optional Stock to the Option Shares granted hereunder may be exercised only to cover over-allotments in Representative for the sale respective accounts 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares several Underwriters through the facilities of DTC. Such payment and delivery are to be made The Depository Trust Company or, at the offices election of UBS Securities LLCthe Representative, 000 Xxxx Xxxxxxin 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, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the second (2nd) full business day preceding the Option Closing Date. To Date against payment of the extent, if any, that the option is exercised, the Option Shares will be delivered aggregate Purchase Price therefor by the Transfer Agent wire transfer in such denominations and in such registrations as federal (same day) funds to an account at a bank reasonably acceptable to the Representative requests 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 writing 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 the second 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the . The Option Closing Date at such place as 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, DTC . The several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Company shall agreeProspectus.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 43.92 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. New York time, on July 7September 24, 2008 2010 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx XxxxXX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 $ per Shareshare, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereto hereof, subject to adjustments in accordance with Section hereof. (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). b) Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds via wire transfer of immediately available funds or such other payment procedures agreed to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representativeparties. Such payment and delivery are to be made at the offices of UBS Securities LLCAlex. Browx & Xons Incorporated, 000 135 Xxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx XxxxXxxxxxxx, at xx 10:00 a.m. New York a.m., Baltimore time, on July 7, 2008 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 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 Nasdaq Stock Exchange Market (National Market) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). .) The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day -5- 7 prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agreeDate. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the Representative several Underwriters, to the Company Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the Option Shares are to be registered and the time and date at which such Option Shares certificates are to be delivered. The time and date at which the certificates for Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number 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. 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 You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds on the Option Closing Date via wire transfer of immediately available funds or other payment procedures agreed to an account designated by the Company for the Option Shares to be sold by the Company parties against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made certificates therefor at the offices of UBS Securities LLCAlex. Browx & Xons Incorporated, 000 135 Xxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx, Xxxxxxxx. 3. Offering by the Underwriters. It is understood that the several Underwriters are to make a public offering of the Firm Shares as soon as the Representatives deem it advisable to do so. The Firm Shares are to be initially offered to the public at 10:00 a.m. New York time, on the Option Closing Datepublic offering price set forth in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms. To the extent, if anyat all, that the option is exercisedany Option Shares are purchased pursuant to Section 2 hereof, the Option Shares Underwriters will be delivered by offer them to the Transfer Agent in such denominations and in such registrations public on the foregoing terms. It is further understood that you will act as the Representative requests Representatives for the Underwriters in writing not later than the second full business day prior to offering and sale of the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection Shares in accordance with a Master Agreement Among Underwriters entered into by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC you and the Company shall agreeseveral other Underwriters. 4.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Purchaser, and the Purchaser agrees to purchase severally from the Option Company, the number of Shares of Common Stock at $1.50 per Share in the price per share amount shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration and as part of the Units purchased, the Purchaser will receive Warrants to purchase 17,500 Warrant Shares for each Unit Purchased or such other number of shares as shall represent 105% warrant coverage, subject to adjustment as set forth in the first paragraph Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of this Section 2. The option granted hereby may be exercised in whole the Company, against payment by or in part on behalf of the Purchasers, of the purchase price therefor by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date wire transfer of this Agreement, by the Representative immediately available funds to the account of the Company setting forth previously designated by it in writing. Such delivery of and payment for the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered Warrants shall be determined by made at the Representative but shall offices of each of the Purchasers, at not be earlier than three nor later than 10 full business days after 12:00 noon (New York time) on or before November 15, 2004 (the exercise of "CLOSING"), or at such optiondate as the Purchasers and the Company may agree upon, nor in any event prior to the Closing Date (such time and date of delivery against payment being herein referred to as the “Option Closing Date”). If the date "CLOSING DATE." Each Purchaser shall make payment in full for all Units purchased by wire transfer 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 option with respect immediately available funds to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale escrow account 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 extentGersten Savage Kaplowitz Wolf & Marcus, if anyLLP, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLCaccount set forxx xxxxw: Xxxxlinx Xxxxonal Bank 500 Seventh Avenue New York, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.10018 XXX XX 000000000 XXXX XX 00 00000000 Gersten Xxxxxx XXLA Account

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Firm Share provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than three the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than 10 the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased 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 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 Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Dateapplicable. The option with respect Company shall permit you 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 examine and package such option certificates for delivery 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the Option Closing Datetermination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and will be delivered through book entry facilities of DTC and made available for inspection the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative at least of such notice, to purchase or procure one business day prior or more other Underwriters to purchase, in such proportions as may be agreed upon among the Option Closing Date at Representative and such place as purchasing Underwriter or Underwriters and upon the Representativeterms herein set forth, DTC the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall agreehave the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 45.96 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Deutsche Bank Securities LLCInc., 000 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7September 10, 2008 or at such other time and date thereafter as the Representative Representatives 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Deutsche Bank Securities LLCInc., 000 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 56.40 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on July 7August 10, 2008 2012 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. AND THE ADDITIONAL SHARES. -------------------------------------------------------------------- -16- On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Underwriters, and the Underwriters, severally and not jointly, agree to purchase severally from the Option Shares at Company, the numbers of shares of Common Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share as set forth of Common Stock to be paid by the Underwriters shall be $4.60. The initial public offering price per share of Common Stock shall be $ 5.00. Payment for the Shares by the Underwriters shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company at the offices of Sunrise Securities Corp., 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the first paragraph New York City metropolitan area as the Representatives shall determine and advise the Company by at least two full days' notice in writing, upon delivery of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Shares to the Company setting forth Representatives for the number respective accounts of Option Shares the Underwriters. Such delivery and payment shall be made at 10:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as to which the several Underwriters are exercising the option and the defined in Section 11(a) (unless such time and date is postponed in accordance with the provisions of Section 9(c)), or at which such Option Shares are to other time as shall be deliveredagreed upon between the Representatives and the Company. The time and date at which of such delivery and payment are hereinafter referred to as the Option "Closing Date." Certificates for the Shares are to be delivered shall be determined by registered in such name or names and in such authorized denominations as the Representative but shall not be earlier than three nor later than 10 Representatives may request in writing at least two full business days after the exercise of such option, nor in any event prior to the Closing Date (Date. The Company shall permit the Representatives to examine and package such time and date being herein referred certificates for delivery at least one full business day prior to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date. In addition, the notice Company hereby grants to the Representatives, the Over- allotment Option to purchase all or a portion of exercise shall set the Closing Date Additional Shares as may be necessary to cover over-allotments, at the Option Closing Datesame purchase price per share to be paid by the several Underwriters to the Company for the Shares as provided for in this Section 3. The option with respect to the Over-allotment Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares shares by the Underwriters. The Representative Over-allotment Option may cancel such option be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time prior and from time to its expiration time on or before the thirtieth day following the date on which the Registration Statement becomes effective under the Act, by giving written notice of such cancellation by the Representatives to the Company. To Such notice shall set forth the extentaggregate number of shares of Additional Shares as to which the Over-allotment Option is being exercised (which shall be allocated as to the Company and the Representatives deem appropriate) and the time and date, if anyas determined by the Representatives, when such shares of Additional Shares are to be delivered (such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the option Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Stock, whether in the form of cash, shares of Common Stock, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Shares on the later of the Additional Closing Date and the date on which such dividend or distribution is exercised, payment payable. Payment for the Option shares of Additional Shares by the Representatives shall be made by Federal Funds wire transfer certified or official bank check in New York Clearing House funds payable to an account designated by the order of the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Sunrise Securities LLC, 000 Xxxx XxxxxxCorp., Xxx Xxxx, Xxx XxxxXxxx 00000, or at 10:00 a.m. such other place in the New York timeCity metropolitan area as the Representatives shall determine and advise the Company by at least two full days' notice in writing, on upon delivery of the Option Closing Dateshares of Additional Shares to the Representatives for the account of the Representatives. To Certificates for the extent, if any, that the option is exercised, the Option shares of Additional Shares will shall be delivered by the Transfer Agent registered in such denominations name or names and in such registrations authorized denominations as the Representative requests Representatives may request in writing not later than at least two full business days prior to the second Additional Closing Date with respect thereto. The Company shall permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Option Additional Closing DateDate with respect thereto. It is understood that the Representatives, individually and will not as Representatives of the several Underwriters, may (but shall not be delivered through book entry facilities obligated to) make any and all the payments required pursuant to this Section 3 on behalf of DTC and made available for inspection any Underwriters whose check or checks shall not have been received by the Representative Representatives at least one business day prior to the Option Closing Date at such place time of delivery of the Shares or the Additional Shares, as the Representativecase may be, DTC and to be purchased by such Underwriter or Underwriters. Any such payment by the Company Representatives shall agreenot relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 51.36 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on July 7February 27, 2008 2012 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 72.857500 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on July 7February 27, 2008 2015 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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 $42.0525 ______________ per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC, ING Baring Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 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. a.m., New York City time, on July 7__________, 2008 1998 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “" Delivery of the certificates for the Firm Shares shall be made to the 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 by wire transfer of immediately available funds to an account designated to the Representatives in writing at least two business day” means a day on which days preceding the New York Stock Exchange is open Closing Date. The certificates for trading and on which banks in New York are open for business and not permitted by law or executive order the Shares to be closed)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 Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, (A) the Company agrees to sell to each Underwriter, Underwriter and each Underwriter, severally and but not jointly, agrees to purchase from the Company, Company at a purchase price of $42.0525 24 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxXxxx & Xxxxxxxx LLP, Xxx XxxxLos Angeles, California, or such other location as shall be agreed upon by the Company and the Underwriters. Such delivery and payment shall be made at 10:00 a.m. New York time8:00 a.m., Pacific Daylight Time, on July 7November __,, 2008 1997 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representative Underwriters and the Company. Payment for the Firm Shares shall be made to the Company shall agree upon, such by same-day wire transfer in immediately available United States funds payable to the order of the Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading and on which banks in New York are open the Firm Shares shall be made to the Underwriters for business and not permitted the respective accounts of the Underwriters against payment by law or executive order the Underwriters through the Underwriters of the purchase price for the Firm Shares. The certificates for the Shares to be closed)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 replaced with definitive certificates as soon as reasonably practicable thereafter. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Underwriters at such denominations and in office or such registrations other place as the Representative requests in writing Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m. Pacific Daylight Time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $______. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Schnxxxxx Xxxurities, Inc., 1120 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, xx at such other place in Denver, Colorado as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the 13 Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Firm Share provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional Shares are to be delivered (such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than three the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than 10 the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of Schnxxxxx Xxxurities, Inc., 1120 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx, xx at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased 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 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 Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Dateapplicable. The option with respect Company shall permit you 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 examine and package such option certificates for delivery 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the Option Closing Datetermination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and will be delivered through book entry facilities of DTC and made available for inspection the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative at least of such notice, to purchase or procure one business day prior or more other Underwriters to purchase, in such proportions as may be agreed upon among the Option Closing Date at Representative and such place as purchasing Underwriter or Underwriters and upon the Representativeterms herein set forth, DTC the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall agreehave the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 53.76 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on July 7September 24, 2008 2012 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 36.85 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder hereunder, less the underwriting fee set forth opposite the name of each Underwriter in Schedule I hereof, is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Deutsche Bank Securities LLCInc., 000 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7February 3, 2008 2009 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-over- allotments in the sale of the Firm Shares by the Underwriters. The Representative Representatives 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, less the underwriting fee applicable to the Option Shares set forth in Schedule I hereto, shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Deutsche Bank Securities LLCInc., 000 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option and the Selling Stockholder, severally and not jointly, agree to sell to the Underwriters Underwriter and the Underwriter agrees to purchase severally from the Option Shares Company and the Selling Stockholder the Shares, at the a net purchase price per share of $44.21, the Shares. (b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the office of Xxxxx Xxxxxxx & Xxxx LLP, 0000 Xxxx Xxxxxx, Suite 2200, Dallas, Texas 75201, or at such other place as set forth in shall be agreed upon by the first paragraph of this Section 2. The option granted hereby may be exercised in whole Underwriter and the Company, at 10:00 A.M. on the third or in part by giving notice fourth business day (ias permitted under Rule 15c6-1 under the Exchange Act) at any time before the Closing Date and (ii) only once thereafter within 30 days after following the date of this Agreementthe effectiveness of the Registration Statement (or, by the Representative to if the Company setting forth has elected to rely upon Rule 430A of the number Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of Option Shares as to which the several Underwriters are exercising public offering price of the option and the Shares), or such other time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full ten business days after such date as shall be agreed upon by the exercise of such option, nor in any event prior to Underwriter and the Closing Date Company (such time and date of payment and delivery being herein referred called the "Closing Date"). Payment shall be made to the Company and the Selling Stockholder by wire transfer in same day funds, against delivery to the Underwriter for the account of the Underwriter of certificates for the Shares to be purchased by it. Certificates for the Shares shall be registered in such name or names and in such authorized denominations as the “Option Closing Date”). If Underwriter may request in writing at least two full business days prior to 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 option with respect Underwriter will be permitted to examine and package such certificates for delivery at least one full business day prior to the Option 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 granted hereunder may be exercised only to cover as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of the Firm Shares by the Underwriters. The Representative This option may cancel such option be exercised from time to time and at any time prior to its expiration time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by giving written notice of such cancellation by you to the CompanyCompany and the Selling Stockholder. To Such notice shall set forth the extentaggregate number of Additional Shares as to which the option is being exercised and the date and time, if anyas 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 option is exercised, payment for Additional Closing Date shall not be earlier than the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later 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 Option Additional Closing Date, and . You will be delivered through book entry facilities of DTC permitted to examine and made available package such certificates for inspection by the Representative delivery at least one full business day prior to the Option Additional Closing Date 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 Xxxxxx, Suite 2200, Dallas, Texas 75201, or such place other location as the Representative, DTC may be mutually acceptable to you and the Company shall agreeCompany, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters. 4.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants agreements herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option each Selling Shareholder agrees, severally and not jointly, to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative to the Company setting forth sell the number of Option Shares as set forth opposite the name of such Selling Shareholder in Schedule I hereto to which the several Underwriters are exercising the option Underwriter, and the Underwriter agrees, jointly and not severally, to purchase from the Selling Shareholders, the Shares. The purchase price for each Share shall be $[___] per share. The Shares will be delivered by the Custodian to the Underwriter for the account of the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Custodian, at the offices of Cochran Caronia Waller Securities LLC, One South Wacker Drive, Suite 2000, Xxixxxx, XX 00000, or such other lxxxxxxx xx xxx xx xxxxxxxx acceptable, at 9:00 a.m. Central 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. Eastern time, the fourth) full business day following the date hereof, or at such other time and date at which such Option Shares are as the Underwriter, Rakoff and the Company determine pursuant to be delivered. The time and date at which Rule 15c6-1(a) under the 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 optionExchange Act, nor in any event prior to the Closing Date (such time and date of delivery being herein referred to as the “Option "Closing Date”). ." If the date of exercise Underwriter so elect, delivery 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 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 by Federal Funds wire credit through full fast transfer to an account the accounts at The Depository Trust Company designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agreeUnderwriter.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each the Underwriter, and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company, at a price of $42.0525 42.14 per Share, the number of 3,500,000 Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof)Shares. Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeUnderwriter. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July December 7, 2008 2007 or at such other time and date thereafter as the Representative Underwriter and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative Underwriter requests in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Underwriter at least one business day prior to the Closing Date at such place as the RepresentativeUnderwriter, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Underwriter to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Underwriter to the Company setting forth the number of Option Shares as to which the several Underwriters are Underwriter is exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Underwriter but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The 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 UnderwritersUnderwriter. The Representative Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative Underwriter requests in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Underwriter at least one business day prior to the Option Closing Date at such place as the RepresentativeUnderwriter, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Purchasers, and Purchasers agree to purchase severally from the Option Company, 30,000 Shares of Series A Stock at $100.00 per Share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the price per share Closing, , subject to adjustment as set forth in the first paragraph Warrants. One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of this Section 2the Company, against payment by or on behalf of the Purchasers, of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. The option granted hereby may Such delivery of and payment for the Shares and the Warrants shall be exercised in whole or in part by giving notice made at the offices of Mercator Advisory Group, LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (iLos Angeles Time) at any time before the Closing Date and (ii) only once thereafter within 30 two trading days after the date of this Agreement, Company obtains shareholder approval required by the Representative to NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or at such date as the Purchasers and 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 Option Shares are to be delivered. The time and date at which the 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 optionmay agree upon, nor in any event prior to the Closing Date (such time and date of delivery against payment being herein referred to as the “Option "CLOSING DATE." In the event that the Company is delisted from the NASDAQ Small Cap Market and, therefore, shareholder approval is not required, then, subject to the provisions of Section 8(b), the Closing Date”)shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. If the date of exercise No later than three (3) days after completion of the option is three or more days before the Closing DateClosing, the notice Company agrees to pay to MAG a Due Diligence fee 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 $160,000, payable 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 by Federal Funds wire transfer of immediately available funds to an account of MAG previously designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent it 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agreewriting.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants agreements herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, the Shares at a purchase price of $10.95375 per share (the "Purchase Price"). The Company will deliver against payment of the purchase price the Firm Shares 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 transfer of the 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 to purchase severally an account at a bank acceptable to Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") drawn to the Option Shares order of XM Satellite Radio Holdings, Inc. at the price per share as set forth in the first paragraph office of this Section 2. The option granted hereby may be exercised in whole Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., (New York time), on April 17, 2002, or in part by giving notice (i) at any such other time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 seven full business days after the exercise of such optionthereafter as Xxxxxx Xxxxxxx determines, 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 ," against delivery to DTC of the option is three or more days before Global Securities representing all of the Shares. The Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date. In addition, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect Company hereby grants to the Option Underwriters the option to purchase up to 2,008,050 Additional Shares granted hereunder may at the same purchase price per share to be exercised only paid by the Underwriters to cover the Company for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments in the sale of the Firm Shares by the Underwriters. The Representative This option may cancel such option be exercised at any time prior to its expiration time, in whole or in part, on or before the thirtieth day following the date of the Prospectus Supplement, by giving written notice of such cancellation by the Underwriters to the Company. To Such notice shall set forth the extentaggregate number of Additional Shares as to which the option is being exercised and the date and time, if anyas 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 is shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised, payment . Global securities for the Option 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 global securities for delivery at least one full business day prior to the Additional Closing Date. Payment for the Additional Shares shall be made by Federal Funds wire transfer in same day funds each payable to an account designated by the order of the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices office of UBS Securities LLCXxxxxx & Xxxxxxx, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time00000, on or such other location as may be mutually acceptable, upon delivery of the Option Closing Date. To certificates for the extent, if any, that the option is exercised, the Option Additional Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agreeUnderwriters.

Purchase, Sale and Delivery of the Shares. On (a) Subject to the terms and conditions herein set forth and on the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell 5,000,000 Firm Shares to each Underwriterthe Underwriters, and each UnderwriterUnderwriter agrees, severally and severally, but not jointly, agrees to purchase from the Company, at a price of $42.0525 per Share, Company the number of Firm Shares Shares, set forth opposite the name of such Underwriter in on Schedule I hereto (hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 9 hereof). Payment for of the purchase price for, and delivery of, the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to Shares, shall be made at the offices of UBS Securities LLCXxxxxx & Xxxxxxx, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000 at 9:30 a.m. (New York time) on the third business day (unless postponed in accordance with this Agreement or, at 10:00 a.m. if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m., New York time, on July 7, 2008 the fourth business day) following the date of this Agreement or at such other time and or on such other date thereafter but not later than ten business days after such date as the Representative and shall be mutually agreed in writing between the Company shall agree uponand Bear, such Xxxxxxx & Co. Inc. on behalf of the Representatives (the time and date of such payment and delivery being herein referred to as called 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"FIRST CLOSING DATE"). The Company shall deliver or cause to be delivered the Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and registered in such registrations names as Bear, Xxxxxxx & Co. Inc. on behalf of the Representative requests Representatives may request in writing not later than the second at least two full business day days prior to the First Closing Date, and will . Payment shall be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative to the Company setting forth on the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined First Closing Date by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor certified or official bank check or checks drawn in any event prior federal funds or same day funds payable to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise order of the option is three Company or 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 by wire transfer 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 same day funds to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery to Bear, Xxxxxxx & Co. Inc. on behalf of Representatives, on behalf of the Option Shares through Underwriters, of the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.Firm

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 48.00 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. New York time, on July 7November 9, 2008 2011 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx XxxxXX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 61.51875 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on July 7September 17, 2008 2014 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase severally the Option Shares at in the price per share as respective numbers of shares set forth on Schedule 1 hereto from the Company at a purchase price of $1,000 per share, less an underwriting spread of 3.5% per share. One or more certificates in definitive form for the first paragraph of this Section 2. The option granted hereby may be exercised Shares that the Initial Purchasers have agreed to purchase hereunder, and in whole such denomination or denominations and registered in part by giving such name or names as the Initial Purchasers request upon notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such place account or accounts as the Representative, DTC and the Company shall agreespecify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Shares shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 a.m., New York time, on May 14, 1998, or at such other place, time or date not later than June 1, 1998 as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Shares available for checking and packaging by the Initial Purchasers at the offices of TD Securities (USA) Inc. in New York, New York, or at such other place as TD Securities (USA) Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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 $42.0525 _____ per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLCStroock & Stroock & Xxxxx, 000 Xxxx [Seven Xxxxxxx Xxxxxx], Xxx Xxxx, Xxx XxxxXxxx 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. a.m., New York City time, on July 7_____________, 2008 1997 or at such other time and date not more than [five] business days thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading and on which banks the Firm Shares shall be made to the 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 by certified or official bank checks in New York are open Clearing House (next day) funds drawn to the order of the Company. The certificates for business and not permitted by law or executive order the Shares to be closed)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 Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 On the Closing Date, the notice of exercise shall set the Closing Date Company will issue and sell to Xxxxxxxxx Xxxx & Co., Inc. (for its own account and not as the Option Closing DateRepresentatives of the several Underwriters) or, at the discretion of Xxxxxxxxx Xxxx & Co., Inc., to its respective bona fide officers or to other Underwriters, the Warrants entitling the holders thereof to purchase an aggregate of 200,000 shares of Common Stock at a price per share equal to 120% of the "Price to Public" as set forth on the cover page of the Prospectus. Such Warrants shall contain such other terms and provisions as may be set forth in an agreement with respect thereto (the "Warrant Agreement") executed and delivered by the Company and Xxxxxxxxx Xxxx & Co., Inc. simultaneously. The option with respect to the Option Shares granted hereunder may Warrants will be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representative may cancel such option exercisable at any time prior and from time to its expiration by giving written notice time on or after the first anniversary of such cancellation the date of this Agreement up to the Companyfifth anniversary thereof. To the extent, if any, that the option is exercised, payment for the Option Shares Each Warrant shall be made by Federal Funds wire transfer substantially identical to the form of Warrant filed as an account designated by exhibit to the Company for the Option Shares to be sold by the Company against delivery Registration Statement. The holders of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares Warrants will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior entitled to the Option Closing Date, and will be delivered through book entry facilities registration rights set forth in Section [10] of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agreeWarrant Agreement.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 42.0295 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7April 18, 2008 2007 or at such other time and date thereafter as the Representative Representatives 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, Selling Shareholder at a purchase price per Share of $42.0525 per Share, ____ the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC, 000 Xxxx Fulbright & Jawoxxxx X.X.P. at 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx 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. 9:30 a.m., New York City time, on July 7March __, 2008 1999 or at such other time and date thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading and on which banks in New York are open the Firm Shares shall be made to the Representatives for business and not permitted the respective accounts of the several Underwriters against payment by law or executive order the several Underwriters through the Representatives of the purchase price for the Firm Shares by wire transfer of federal funds to the Selling Shareholder. The certificates for the Firm Shares to be closed)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 Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Purchaser, and Purchaser agrees to purchase severally from the Option Company, 35,000 Shares of Series E Stock at $100.00 per Share. In connection with the price per share purchase and sale of Shares, for no additional consideration (a) the Purchaser and MAG will receive Warrants to purchase up to an aggregate of 430,504 shares of Common Stock calculated by dividing $2,333,333 by the Market Price as of September 20, 2004, subject to adjustment as set forth in the first paragraph Warrants. The allocation of the Warrants is set forth on the signature page of this Section 2Subscription Agreement. The option granted hereby may One or more certificates in definitive form for the Shares that the Purchaser have agreed to purchase, as well as the Warrants, shall be exercised in whole delivered by or in part on behalf of the Company, against payment by giving notice (i) at any time before or on behalf of the Closing Date and (ii) only once thereafter within 30 days after Purchaser, of the date purchase price therefor by wire transfer of this Agreement, by the Representative immediately available funds to the account of the Company setting forth previously designated by it in writing. Such delivery of and payment for the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered Warrants shall be determined by made at the Representative but shall offices of MAG, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not be earlier than three nor later than 10 full business days after 12:00 noon (Los Angeles time) on Wednesday, September 29, 2004 (the exercise of “Closing”), or at such optiondate as the Purchaser and the Company may agree upon, nor in any event prior to the Closing Date (such time and date of delivery against payment being herein referred to as the “Option Closing Date”). If The aggregate $3.5 million Purchase Price for the date Series E Stock (the “Purchase Price”) shall be paid by wire transfer of exercise immediately available funds to the attorneys’ escrow account of Xxxxxxx, Xxxxxx Xxxxxxxxx Xxxx & Xxxxxx, LLP, counsel to the Company, or at the request of the option is three Company (subject to the execution of the GMI Stock Purchase Agreement) to the attorneys’ escrow account of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, as Escrow Agent, under the GMI Securities Purchase Agreement. At the Closing or not later than five (5) days after completion of the Closing, (a) the Company shall deliver one or more days before duly executed certificates evidencing the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect Series E Stock to the Option Shares granted hereunder may be exercised only Purchaser to cover over-allotments his or its address designated in writing to the sale Company, (b) the escrow shall release the $210,000 due diligence fee and the $15,000 legal fees to MAG and (c) the escrow shall release the balance 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 Purchase Price to the Company. To If for any reason the extentGMI Stock Purchase Agreement shall not be executed by September 21, if any, that the option is exercised, payment for the Option Shares shall be made 2004 (unless extended by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery mutual agreement of the Option Shares through parties to the facilities of DTC. Such payment and delivery are GMI Stock Purchase Agreement to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior September 30, 2004), all escrowed funds shall be immediately returned to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agreePurchaser.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants agreements herein contained, and 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 Underwriter, and each Underwritersuch Underwriter agrees, severally and not jointly, agrees to purchase from the Company, pro rata, at a purchase price of $42.0525 25.00 per Shareshare, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof)hereto. Payment The Company will deliver definitive certificates for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by through the facilities of the Depository Trust Company for the Firm accounts of the Underwriters against payment to the Company by wire transfer (pursuant to wire transfer instructions provided to the Underwriters by the Company), of the aggregate purchase price for the Shares to be sold by the Company against delivery of the Firm Shares therefor them to the Representative. Such payment and delivery are to be made several Underwriters, at the offices of UBS Securities LLC, 000 Bryax Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXXX, at 10:00 a.m. a.m., New York time, on July 7April 28, 2008 1998 or at on such other time and date not later than three full business days thereafter as the Representative you and the Company shall agree uponmay agree, such time date of payment and date delivery being herein referred to as called 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 " The number of Shares to be closedpurchased 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 Firm Shares will It is understood that any Underwriter, individually, may (but shall not be delivered by Mellon Investor Services LLC (obligated to) make payment on behalf of the “Transfer Agent”) in such denominations and in such registrations as the Representative requests in writing other Underwriters whose payment shall not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day have been received prior to the Closing Date at for Shares to be purchased by such place as Underwriter. Any such payment by an Underwriter shall not relieve the Representative, DTC and other Underwriters of any of their obligations hereunder. It is understood that the Company shall agree. In addition, on Underwriters propose to offer the basis of Shares to the representations and warranties herein contained and subject to public upon the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agreeRegistration Statement hereinafter defined.

Purchase, Sale and Delivery of the Shares. On the basis of the ----------------------------------------- representations, warranties warranties, covenants and covenants agreements herein contained, and 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 price $_____ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Column (1) of Schedule I hereto and (ii) the Selling Shareholders agrees to sell to the several Underwriters and the Underwriters, severally and not jointly, agree to purchase from each of the Selling Shareholders, at $42.0525 __________ per Share, 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 the Selling Shareholders to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by the Selling Shareholders as the number of Firm Shares set forth opposite the name of such Underwriter in Column (2) of Schedule I hereto (plus any additional bears to the total number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Delivery of certificates, and payment of the purchase price, for the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLCXxxxxxxxxx & Cody, 000 Xxxx LLP, 0000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx XxxxXxxxxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m. A.M., New York time, on July 7the third full business day after this Agreement becomes effective, 2008 or, at the election of the Representatives, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 P.M. New York time (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests in writing not later than the second seventh full business day thereafter as shall be agreed upon by you, the Selling Shareholders 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 you 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 to the order of the Company and each of the Selling 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 in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Company and the Selling Shareholders will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an to the several Underwriters the option to the Underwriters purchase up to purchase severally the Option 504,852 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 the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before , for the Closing Date and (ii) only once thereafter within 30 days after the date sole purpose of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 option with respect to the Option Shares granted hereunder may be exercised only to cover covering over-allotments in the sale of the Firm Shares by the several Underwriters. The Representative This option may cancel such option be exercised at any time prior to its expiration (but not more than once) on or before the thirtieth day following the effective date of the Registration Statement, by giving written notice of such cancellation by you to the Company. To Such notice shall set forth the extent, if any, that aggregate number of Additional Shares as to which the option is exercisedbeing exercised and the date and time, payment for as reasonably determined by you, when the Option Additional Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at delivered (such date and time being herein sometimes referred to as the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option "Additional Closing Date. To the extent"); provided, if anyhowever, that ------------------ the option is exercised, Additional Closing Date shall not be earlier than the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later 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 Option Additional Closing Date, . The Company will permit you to examine and will be delivered through book entry facilities of DTC and made available package such certificates for inspection by the Representative delivery at least one full business day prior to the Option Additional Closing Date at such place 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 Representativenumber of Firm Shares set forth opposite the name of such Underwriter in Column (2) of Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 3,365,685, DTC and 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, in New York Clearing House (next day) funds, payable to the order of the Company shall agree(and each of the Selling Shareholders, if any) at the offices of Xxxxxxxxxx & Cody, LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 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. On (a) The Terms Agreement shall set forth the basis number of Firm Shares to be purchased by the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees several Underwriters. Each Underwriter shall be obligated to purchase from the Company, at a price Company and any Selling Shareholders that number of $42.0525 per Share, the Firm Shares set forth in the Terms Agreement which represents the same proportion of the number of such Firm Shares to be sold by the Company and any Selling Shareholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional the Terms Agreement represents to the total number of Firm Shares which such Underwriter may become obligated to purchase be purchased by all of the Underwriters pursuant to the provisions Terms Agreement. The respective purchase obligations of Section 11 hereof)the Underwriters with respect to such Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Payment Delivery of certificates and payment of the purchase price for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLClocation specified in the Terms Agreement, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or at such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m. a.m., New York time, on July 7the third or fourth business day (as permitted under Rule 15c6-1 of the Exchange Act) following the determination of the initial public offering price of such Firm Shares (unless such time and date are postponed in accordance with the provisions of SECTION 9 hereof), 2008 or at such other time and date thereafter as shall be agreed upon by the Representative Representatives, any Selling Shareholders and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading such Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for such Firm Shares to the order of the Company and on which banks any Selling Shareholders by certified or official bank checks payable in New York are open Clearing House next-day funds. Certificates for business and not permitted by law or executive order to be closed). The such Firm Shares will shall be delivered by Mellon Investor Services LLC (the “Transfer Agent”) registered in such denominations name or names and in such registrations authorized denominations as the Representative requests Representatives may request in writing not later than at least two full business days prior to the second Closing Date. The Company and any Selling Shareholders will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained, contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to sell to each Underwriterof the Underwriters, and each Underwriterof the Underwriters, severally individually and not jointly, agrees to purchase from the Company, at a purchase price of $42.0525 ______ per Share, the number respective amount of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated 3 to purchase pursuant to the provisions of Section 11 hereof)this Agreement. Payment One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase under this Agreement, and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be sold hereunder is delivered by or on behalf of the Company to be made you on the Closing Date for the respective accounts of the several Underwriters, against payment by Federal Funds or on behalf of the Underwriters of the purchase price therefor 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 an the account designated by of the Company for in same-day funds. Such delivery of, and payment for, the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLCHonixxxx Xxxlxx Xxxwxxxx xxx Cohn, 000 Xxxx Xxxxxx0090 Xxxxx Xxxxxxxx Xxxxxxxx., Xxx XxxxXxxxxxx, Xxx XxxxXX 00000, at 10:00 a.m. New York xx 9:30 A.M., Detroit time, on July 7______________, 2008 1996, or at such other place, time and or date thereafter as the Representative you and the Company shall may agree uponupon or as you may determine pursuant to Section 9 of this Agreement, such time and date of delivery against payment being herein referred to in this Agreement as the “"Firm Closing Date". The Company will make such certificate or 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 Firm 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 42.00 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. New York time, on July 7December 6, 2008 2010 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx XxxxXX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 38.784 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxxx Lynch, 000 Xxxx XxxxxxPierce, Xxx XxxxXxxxxx & Xxxxx Incorporated, Xxx XxxxOne Bryant Park, New York, New York, at 10:00 a.m. New York time, on July 7September 4, 2008 2009 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxxx Lynch, 000 Xxxx XxxxxxPierce, Xxx XxxxXxxxxx & Xxxxx Incorporated, Xxx XxxxOne Bryant Park, New York, New York, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $4.50. The initial public offering price of the Shares shall be $5.00. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Schneider Securities, Inc., 1120 Lincoln Street, Suite 900, Denver, Xxlorado 80203, or at xxxx xxxxx xxxxx xx Xxxxxx, Xxxxxxxx xx xxx Xxxxxxxxxative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Firm Share provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional Shares are to be delivered (such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than three the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than 10 the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of Schneider Securities, Inc., 1120 Lincoln Street, Suite 900, Dxxxxx, Xxlorado, or at such xxxxx xxxxx xx Xxxxxx, Xxxxxxxx xx xxx xxxxx xxxermine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased 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 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 Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Dateapplicable. The option with respect Company shall permit you 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 examine and package such option certificates for delivery 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the Option Closing Datetermination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and will be delivered through book entry facilities of DTC and made available for inspection the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative at least of such notice, to purchase or procure one business day prior or more other Underwriters to purchase, in such proportions as may be agreed upon among the Option Closing Date at Representative and such place as purchasing Underwriter or Underwriters and upon the Representativeterms herein set forth, DTC the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall agreehave the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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 $42.0525 _____ per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC, Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 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. a.m., New York City time, on July 7________ __, 2008 1998 or at such other time and date thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading and on which banks the Firm Shares shall be made to the 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 by Federal or other funds immediately available in New York are open City drawn to the order of the Company for business and not permitted the Firm Shares sold by law or executive order it. The certificates for the Firm Shares to be closed)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 Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $______. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Schnxxxxx Xxxurities, Inc., 1120 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, xx at such other place in Denver, Colorado as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Firm Share provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional Shares are to be delivered (such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than three the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than 10 the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of Schnxxxxx Xxxurities, Inc., 1120 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx, xx at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased 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 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 Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Dateapplicable. The option with respect Company shall permit you 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 examine and package such option certificates for delivery 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the Option Closing Datetermination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and will be delivered through book entry facilities of DTC and made available for inspection the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative at least of such notice, to purchase or procure one business day prior or more other Underwriters to purchase, in such proportions as may be agreed upon among the Option Closing Date at Representative and such place as purchasing Underwriter or Underwriters and upon the Representativeterms herein set forth, DTC the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall agreehave the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to the Underwriters sell to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising 4,250,000 of the option and the time and date at which such Option Shares are Firm Shares, Xxxxxxx hereby agrees to be delivered. The time and date at which the 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 sell 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 option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale several Underwriters 150,000 of the Firm Shares by and the Underwriters. The Representative may cancel such option at any time prior Trust hereby agrees to its expiration by giving written notice of such cancellation sell to the several Underwriters 350,000 of the Firm Shares; and each Underwriter, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's name in SCHEDULE I hereto, at $_____ per share. Each Underwriter shall be obligated to purchase from the Company. To , and the extent, if anySelling Shareholders, that number of the option is exercised, payment for Firm Shares which represents the Option Shares shall be made by Federal Funds wire transfer to an account designated by same proportion of the Company for number of the Option Firm Shares to be sold by the Company against delivery and the Selling Shareholders as the number of shares of the Option Firm Shares through set forth opposite the facilities name of DTCsuch Underwriter in SCHEDULE I represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. Such The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Delivery of certificates, and payment and delivery are to of the purchase price, for the Firm Shares shall be made at the offices of UBS Securities LLCBear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m. a.m., New York time, on the Option third or fourth business day (as permitted under Rule 15c6-1 of the Exchange Act) 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 9 hereof), or at such other time as shall be agreed upon by you, the Selling Shareholders 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 you 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 to the order of the Company and the Selling 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 in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. To The Company and the extent, if any, that the option is exercised, the Option Shares Selling Shareholders will be delivered by the Transfer Agent in permit you to examine and package such denominations and in such registrations as the Representative requests in writing not later than the second certificates for delivery at least one full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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 $42.0525 ________ per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC, Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 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. a.m., New York City time, on July 7___________, 2008 1996 or at such other time and date thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading and on which banks the Firm Shares shall be made to the 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 by Federal or other funds immediately available in New York are open City drawn to the order of the Company for business and not permitted the Firm Shares sold by law or executive order it. The certificates for the Firm Shares to be closed)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 Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Company, at a price of $48.25 per share (the "Share Price"), the number of Shares set forth opposite their respective names on Schedule A hereto. On the basis of the representations, warranties, agreements and covenants contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchasers the Additional Shares, if any, and the Initial Purchasers shall have a one-time right to purchase, severally and not jointly, up to 500,000 Additional Shares from the Option Shares Company at the price per share as set forth Share Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the first paragraph offering of this Section 2the Firm Shares. The option granted hereby Initial Purchasers may be exercised exercise their right to purchase Additional Shares in whole or in part by giving written notice (i) thereof to the Company at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Final Memorandum. You shall give such notice on Delivery 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 Option Shares are to be delivered. The time and date at which the 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 option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale Initial Purchasers 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made take place at the offices of UBS Securities LLCDavix Xxxx & Xardxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, . Xayment for the Firm Shares shall be made by wire transfer at 10:00 a.m. A.M., New York City time, on June 16, 1997 (the "Closing Date") of same day funds to such bank account as the Company shall designate. The Closing Date and the location of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Initial Purchasers of the Additional Shares to be purchased by the Initial Purchasers shall take place at the offices of Davix Xxxx & Xardxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Xayment for the Additional Shares shall be made by wire transfer at 10:00 A.M., New York City time, on the date specified in the exercise notice given by you pursuant to this Section (the "Option Closing Date") of same day funds to such bank account as the Company may designate. To The Option Closing Date and the extent, if any, that location of delivery of and the option is exercised, form of payment for the Option Additional Shares will may be delivered varied by agreement between you and the Transfer Agent Company. Certificates representing the Shares shall be registered in such names and issued in such denominations and in such registrations as the Representative requests you shall request in writing not later than the second two full business day days prior to the Closing Date or the Option Closing Date, and will as the case may be. Such certificates shall be delivered through book entry facilities of DTC and made available to you for inspection by not later than 9:30 A.M., New York City time, on the Representative at least one business day prior to next preceding the Closing Date or the Option Closing Date at such place Date, as the Representativecase may be. Certificates in definitive form evidencing the Shares shall be delivered to you on the Closing Date or the Option Closing Date, DTC as the case may be, with any transfer taxes thereon duly paid by the Company for the respective accounts of the several Initial Purchasers against payment of the Share Price. The Company hereby agrees not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock of the Company 15 or any securities convertible into or exercisable or exchangeable for such Common Stock, except to the Initial Purchasers pursuant to this Agreement, and not to file any registration statement with respect to any such securities (other than on Form S-8, the Registration Statement and the registration statement on Form S-4 relating to the Chancellor Merger (as such term is defined in the Final Memorandum)), in each case for a period of 90 days after the date of the Final Memorandum, without the prior written consent of Alex. Browx & Xons Incorporated. Notwithstanding the foregoing, during such period (i) the Company shall agreemay grant stock options pursuant to the Company=s existing stock option plans or if the Chancellor Merger is consummated, the existing stock option plans of Chancellor Broadcasting Company ("Chancellor"), (ii) the Company may issue shares of its Common Stock upon the exercise of any option or warrant or the conversion of any security outstanding on the date hereof or granted pursuant to an existing stock option plan of the Company, or if the Chancellor Merger is consummated, granted pursuant an existing stock option plan of Chancellor, (iii) the Company may issue shares of its Class A Common Stock as consideration for radio station or radio station group acquisitions including in connection with the Chancellor Merger and (iv) the Company may honor registration rights obligations assumed by it in connection with the Chancellor Merger.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and ,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 $42.0525 per Share$ , the number of Firm Shares set forth opposite the name respective names of such Underwriter the Underwriters in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 9 hereof). (b) Payment for of the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against purchase price for, and delivery of certificates for, the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices office of UBS Securities LLCSkadden, 000 Xxxx Arps, Slate, Meagxxx & Xlom, 009 Xxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx at such other place as shall be agreed upon by you and the Company, at 10:00 a.m. New York timeA.M. on the third or fourth business day (as permitted under Rule 15c6-1 under 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, on July 7if the Company has elected to rely upon Rule 430A of the Regulations, 2008 the third or at 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 and not later than ten business days after such date thereafter as the Representative shall be agreed upon by you and the Company shall agree upon, (such time and date of payment and delivery being herein referred to as called the “"Closing Date.” (As used herein"). Payment shall be made to the Company by wire transfer in same day funds, “business day” means a day on which against delivery to you for the New York Stock Exchange is open respective accounts of the Underwriters of certificates for trading and on which banks in New York are open for business and not permitted by law or executive order the Shares to be closed)purchased by them. The Firm Certificates for the Shares will shall be delivered by Mellon Investor Services LLC (the “Transfer Agent”) registered in such denominations name or names and in such registrations authorized denominations as the Representative requests you may request in writing not later than at least two full business days prior to the second Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company . (“DTC”c) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters the option to purchase severally the Option 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 the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before , for the Closing Date and (ii) only once thereafter within 30 days after the date sole purpose of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 option with respect to the Option Shares granted hereunder may be exercised only to cover covering over-allotments in the sale of the Firm Shares by the Underwriters. The Representative This option may cancel such option be exercised at any time prior to its expiration time, in 5 6 whole or in part, on or before the thirtieth day following the date of the Prospectus, by giving written notice of such cancellation by you to the Company. To Such notice shall set forth the extentaggregate number of Additional Shares as to which the option is being exercised and the date and time, if anyas 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 is exercised, payment 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 Option 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 Firm Shares, 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 Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made in same day funds) at the offices of UBS Securities LLCSkadden, 000 Xxxx Arps, Slate, Meagxxx & Xlom, 009 Xxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. New York timexx such other location as may be mutually acceptable, on upon delivery of the Option Closing Datecertificates for the Additional Shares to you for the respective accounts of the Underwriters. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree3.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 47.28 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. New York time, on July March 7, 2008 2011 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx XxxxXX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and 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 $42.0525 [_______] per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number on SCHEDULE I. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC, 000 ING Baring Xxxxxx Xxxx XxxxxxLLC at Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx XxxxXxxx 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. a.m., New York City time, on July 7[__________], 2008 1999 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred called the "CLOSING DATE." Delivery of the certificates for the Firm Shares shall be made through the facilities of the Depository Trust Company to the 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 by wire transfer of immediately-available funds to 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 the “Representatives shall request, not less than two full business days 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). The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, (A) the Company agrees to sell to each Underwriter, Underwriter and each Underwriter, severally and but not jointly, agrees to purchase from the Company, Company at a purchase price of $42.0525 ______ per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLCXxxxxxxx & Xxxxxxxx LLP, 000 Xxxx XxxxxxLos Angeles, Xxx XxxxCalifornia, Xxx Xxxxor such other location as shall be agreed upon by the Company and the Underwriters. Such delivery and payment shall be made at 8:00 a.m., at 10:00 a.m. New York timePacific Daylight Time, on July 7May 14, 2008 1997 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representative Underwriters and the Company. Payment for the Firm Shares shall be made to the Company shall agree upon, such by same-day wire transfer in immediately available United States funds payable to the order of the Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading and on which banks in New York are open the Firm Shares shall be made to the Underwriters for business and not permitted the respective accounts of the Underwriters against payment by law or executive order the Underwriters through the Underwriters of the purchase price for the Firm Shares. The certificates for the Shares to be closed)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 replaced with definitive certificates as soon as reasonably practicable thereafter. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Underwriters at such denominations and in office or such registrations other place as the Representative requests in writing Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m. Pacific Daylight Time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $4.50. The initial public offering price of the Shares shall be $5.00. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Firm Share provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than three the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than 10 the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased 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 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 Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Dateapplicable. The option Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to any such closing with respect to thereto and 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 require delivery of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Additional Shares through the facilities of DTCThe Depository Trust Company. Such payment If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and delivery are pay for the number of Firm Shares agreed to be made at purchased by such Underwriter, the offices Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of UBS Securities LLCsuch notice, 000 Xxxx Xxxxxxto purchase or procure one or more other Underwriters to purchase, Xxx Xxxxin such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, Xxx Xxxxthe Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, at 10:00 a.m. New York timethe number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the Option terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing Datefor not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. To If neither the extentnon-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior Company or to the Option Closing Date at such place as the Representative, DTC and the Company shall agreeremaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters’ names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $ . The initial public offering price of the Shares shall be $ . Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.X. Xxxxxx & Company, L.L.C., 5440 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, xr at such other place as the Representative shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the “Closing Date.” Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants an to the Representative the option to purchase all or a portion of the Underwriters Additional Shares as may be necessary to cover over-allotments, at the same purchase severally the Option Shares at price per Additional Share as the price per share as set forth Firm Share provided for in the first paragraph of this Section 23. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by giving notice (i) the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the Closing 45th day following the Effective Date and (ii) only once thereafter within 30 days after of the date of this AgreementRegistration Statement, by written notice by the Representative to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date at which date, as determined by the Representative, when such Option Shares are to be delivered. The time and date at which the Option Additional Shares are to be delivered (each such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than three the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than 10 the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.X. Xxxxxx & Company, L.L.C., 5440 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, xr at such other place as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased 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 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 Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Dateapplicable. The option with respect Company shall permit you 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 examine and package such option certificates for delivery 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests in writing not later than the second least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the Option Closing Datetermination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and will be delivered through book entry facilities of DTC and made available for inspection the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative at least of such notice, to purchase or procure one business day prior or more other Underwriters to purchase, in such proportions as may be agreed upon among the Option Closing Date at Representative and such place as purchasing Underwriter or Underwriters and upon the Representativeterms herein set forth, DTC the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Share which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall agreehave the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, Covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, (i) the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at a price $_______ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Column (1) of Schedule 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 $42.0525 ________ per Shareshare, 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 in Column (2) of Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant bears to the provisions total Delivery of Section 11 hereof). Payment certificates, and payment of the purchase price, for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLCBear, 000 Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m. a.m., New York time, on July 7the fourth business day following the date the Registration Statement becomes effective (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), 2008 or at such other time and date thereafter as shall be agreed upon by you, the Representative Selling Shareholders and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The the Firm Shares will shall be delivered made to the several Underwriters, or to their representative for their respective accounts, against payment by Mellon Investor Services LLC (the “Transfer Agent”) several Underwriters through their representative of the purchase price for the Firm Shares by wire transfer of next-day funds, to the accounts designated by the Company and the 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 order of the Company and each Selling Shareholder. Certificates for the Firm Shares shall be registered in such denominations name or names and in such registrations authorized denominations as the Representative requests you may request in writing not later than at least two full business days prior to the second Closing Date. The Company and the Selling Shareholders will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject Selling Shareholders hereby grant to the terms and conditions herein set forth, several Underwriters the Company hereby grants an option to purchase up to 390,000 shares of Common Stock as the Underwriters to purchase severally the Option 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 the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before , for the Closing Date and (ii) only once thereafter within 30 days after the date sole purpose of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 option with respect to the Option Shares granted hereunder may be exercised only to cover covering over-allotments in the sale of the Firm Shares by the several Underwriters. The Representative This option may cancel such option be exercised at any time prior to its expiration (but not more than once) on or before the 30th day following the effective date of the Registration Statement, by giving written notice of such cancellation by you to the CompanySelling Shareholders. To Such notice shall set forth the extentaggregate number of Additional Shares as to which the option is being exercised and the date and time, if anyas 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 is exercised, payment 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 Option 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 Federal Funds the several Underwriters through their representative by wire transfer of next-day funds, to an account the accounts designated by the Company for Selling Shareholders at least one business day before the Option Shares Additional Closing Date, or by certified or official bank check, in next-day funds, payable to be sold by the Company against delivery order of the Option Shares through the facilities of DTC. Such payment and delivery are to be made each Selling Shareholder at the offices of UBS Securities LLCBear, 000 Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. New York timexx such other location as may be mutually acceptable, on upon delivery of the Option Closing Date. To certificates for the extent, if any, that the option is exercised, the Option Additional Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available Underwriters or to their representative for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agreetheir respective accounts.

Purchase, Sale and Delivery of the Shares. On the basis of In reliance on the representations, warranties warranties, covenants and covenants agreements herein contained, and 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, at a purchase price of $42.0525 _______ per Share, the number of Firm Initial Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates, and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price, for the Firm Initial Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC, 000 Furmxx Xxxx XXX at 230 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx such other location as such be agreed upon by the Company and the Representatives. Such delivery and payment shall be made at 10:00 a.m. a.m., New York City time, on July 7the third (fourth, 2008 if the pricing occurs after 4:30 PM Eastern Standard Time on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 12 hereof, or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representative Representatives and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " Delivery of the New York Stock Exchange is open certificates for trading and on which banks the Initial Shares shall be made to the Representatives for the respective accounts of several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Initial Shares by certified or official bank checks in New York are open Clearing House (next day) funds drawn to the order of the Company. The certificates for business and not permitted by law or executive order the Shares to be closed)so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in denominations and 15-- 16 registered in such names as the Representatives shall request, not less than two full business days prior to the Closing Date. The Firm certificates for the Initial Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representatives at such denominations and in office or such registrations other place as the Representative requests in writing Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants agreements herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to each of the Purchasers and each of the Purchasers severally agrees to purchase from the Company the number of shares provided for in Section 1(b) and Section 1(c) below (collectively, the "Shares"), which will be sold at separate closings (each, a "Closing"). At each Closing: (x) the Shares will be delivered by the Company to the Underwriters Purchasers against payment of the purchase price therefor by same day funds payable to purchase severally the Option Shares order of the Company at the price per share offices of Smith, Stratton, Wise, Xxxxx & Xxxxxxx, LLP, 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 or such other location as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice mutually acceptable; and (y) the Company shall issue and deliver to each Purchaser: (i) at any time before a stock certificate, registered in the Closing Date name of such Purchaser and free of all restrictive legends, representing the number of Shares (or, for Purchasers who provide the necessary account information to the Company, the Company shall issue and deliver such Shares in a balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System), and (ii) only once thereafter within 30 days the legal opinion of the Company's outside counsel in the form of Exhibit C. At or prior to each Closing the Company shall deliver to each Purchaser a prospectus supplement with respect to each of the Registration Statements, as applicable, reflecting the sale of the Shares (including Shares that may be issued at the Additional Closing (each a "Supplement", and together the "Supplements"). The initial closing under this Agreement (the "Initial Closing") shall take place at 10:00 a.m. Eastern Daylight Time on or about October 17, 2003, and an additional closing (the "Additional Closing") shall take place seven (7) Business Days (as defined below) after the date of this AgreementPeriod End Date (as defined below), by the Representative to or at such other times and dates as each Purchaser and 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 Option Shares are to be delivered. The time and date at which the 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 mutually determine, each of such option, nor in any event prior to the Closing Date (such time times and date dates being herein referred to as the “Option "Closing Date”). If ." Notwithstanding the date of exercise of the option is three or more days before the Closing Dateforegoing, the notice of exercise Additional Closing 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 Dateoccur if, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative only if, at least one business day Purchaser has delivered a notice (an "Additional Closing Notice") to the Company prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.the

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each the Underwriter, and each Underwriter, severally and not jointly, the Underwriter agrees to purchase from the Company, at a price of $42.0525 33.75 per Share, the number of 3,000,000 Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof)Shares. Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeUnderwriter. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. a.m., New York time, on July 7November 22, 2008 2005 or at such other time and date thereafter as the Representative 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). The Firm Shares will be delivered by Mellon Investor Services LLC L.L.C. (the “Transfer Agent”) in such denominations and in such registrations as the Representative Underwriter requests in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Underwriter at least one business day prior to the Closing Date at such place as the RepresentativeUnderwriter, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Underwriter to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative Underwriter to the Company setting forth the number of Option Shares as to which the several Underwriters are Underwriter is exercising the option and the time and date at which such Option Shares certificates are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Underwriter but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The 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 UnderwritersUnderwriter. The Representative You, as the Underwriter, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. a.m., New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative Underwriter requests in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Underwriter at least one business day prior to the Option Closing Date at such place as the RepresentativeUnderwriter, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 70.9275 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the RepresentativeRepresentatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on July 7May 14, 2008 2013 or at such other time and date thereafter as the Representative Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative Representatives at least one business day prior to the Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter from time to time within 30 days after the date of this Agreement, by the Representative Representatives 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding the date of exercise of preceding sentence, if the option is three or more days before exercised at least one day prior to the Closing Date, the notice of the 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 Representatives 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representative requests Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativeRepresentatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants agreements herein contained, and subject to the 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 price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date 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). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) 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 delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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 to be paid by the Underwriters to the Company for the Shares will be $7.3125 per share (the “Purchase Price”). The Company will deliver the Firm 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, in each such case, 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 Closing Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an option 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 and the Representative. 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 certificates for 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 severally such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Option Shares at Company for the price per share account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth in opposite such Underwriter’s name on Schedule A bears to the first paragraph total number of this Section 2shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The option granted hereby may be exercised in whole as to all or in any part by giving notice (i) of the Optional Stock at any time, and from time before the Closing Date and to time, not more than thirty (ii30) only once thereafter within 30 days after 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 Option Shares as shares of the Optional Stock to which be purchased by the several Underwriters are exercising the option and the date and time for delivery of and payment for the Optional Stock. Each date at and time for delivery of and payment for the Optional Stock (which such Option Shares are to may be delivered. The time and date at which the 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 Date, but not earlier) is herein referred to as 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. If the date of exercise of the option is three or more days before the The Option Closing Date, the notice of exercise shall set Date and the Closing Date as are herein called the Option “Closing Date. Dates.” The option with respect Company will deliver the Optional Stock to the Option Shares granted hereunder may be exercised only to cover over-allotments in Representative for the sale respective accounts 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares several Underwriters through the facilities of DTC. Such payment and delivery are to be made The Depository Trust Company or, at the offices election of UBS Securities LLCthe Representative, 000 Xxxx Xxxxxxin 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, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the second (2nd) full business day preceding the Option Closing Date. To Date against payment of the extent, if any, that the option is exercised, the Option Shares will be delivered aggregate Purchase Price therefor by the Transfer Agent wire transfer in such denominations and in such registrations as federal (same day) funds to an account at a bank reasonably acceptable to the Representative requests 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 writing 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 the second 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the . The Option Closing Date at such place as 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, DTC . The several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Company shall agreeProspectus.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, agreements and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriterof the Underwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $42.0525 18.1925 per Shareshare, the respective number of shares of Firm Shares Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto (plus any additional number A hereto. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of Shares which such Underwriter may become obligated to purchase pursuant the several Underwriters in a form reasonably acceptable to the provisions Representatives against payment of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made purchase price by the Underwriters in Federal Funds (same day) funds by wire transfer to an account designated by at a bank acceptable to the Representatives drawn to the order of the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices office of UBS Securities LLCSkadden, 000 Arps, Slate, Xxxxxxx & Xxxx XxxxxxLLP, Four Times Square, Xxx Xxxx, Xxx XxxxXxxx XX 00000, at 10:00 a.m. a.m., New York time, on July 7May 21, 2008 2010, or at such other time and date not later than seven full business days thereafter as the Representative Representatives and the Company shall agree upondetermine, such time and date being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (As used herein, “business day” means a day on which if later than the New York Stock Exchange is open otherwise applicable settlement date) shall be the settlement date for trading payment of funds and on which banks in New York are open delivery of securities for business and not permitted by law or executive order all the Shares sold pursuant to be closed)the offering. The Firm Shares Securities so to be delivered or evidence of their issuance will be delivered by Mellon Investor Services LLC (made available for checking at the “Transfer Agent”) in such denominations and in such registrations as the Representative requests in writing not later than the second full business day above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on upon written notice from the basis Representatives given to the Company from time to time not more than 30 days subsequent to the date of the representations and warranties herein contained and subject to the terms and conditions herein set forthFinal Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company hereby grants an option agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase severally such Optional Securities. Such Optional Securities shall be purchased for the Option Shares at account of each Underwriter in the price per share same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the first paragraph sale of this Section 2the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The option granted hereby right to purchase the Optional Securities or any portion thereof may be exercised in whole or in part by giving notice (i) from time to time and to the extent not previously exercised may be surrendered and terminated at any time before upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and (ii) only once thereafter within 30 days after the date of this Agreementeach Optional Closing Date, by the Representative if any, being sometimes referred 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 Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered a “Closing Date”), shall be determined by the Representative Representatives but shall not be earlier than three nor no later than 10 five full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more 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 election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Company. To Representatives against payment of the extent, if any, that the option is exercised, payment for the Option Shares shall be made purchase price therefor in Federal (same day) funds by Federal Funds wire transfer to an account designated by at a bank acceptable to the Company for Representatives drawn to the Option Shares to be sold by the Company against delivery order of the Option Shares through the facilities of DTC. Such payment and delivery are to be made Company, at the offices above office of UBS Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, being purchased on the Option each Optional Closing Date. To the extent, if any, that the option is exercised, the Option Shares Date or evidence of their issuance will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by checking at the Representative above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least one business day prior to the Option a reasonable time in advance of such Optional Closing Date at such place as the Representative, DTC and the Company shall agreeDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, Underwriter and each Underwriter, severally and but not jointly, agrees to purchase from the Company, Company at a purchase price of $42.0525 ______ per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule I hereto (plus any additional number hereto. Delivery of Shares which such Underwriter may become obligated to certificates and payment of the purchase pursuant to the provisions of Section 11 hereof). Payment price for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to shall be made at the offices of UBS Securities LLC________________________, 000 Xxxx Xxxxxxor such other location as 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., Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York [ ] time, on July 7_____________, 2008 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 shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a " Delivery of the certificates 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 purchase price for the Firm Shares by same-day on which wire transfer in immediately available United States funds payable to the New York Stock Exchange is open order of the Company. The certificates for trading and on which banks in New York are open for business and not permitted by law or executive order the Shares to be closed)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 Representative shall request not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be delivered by Mellon Investor Services LLC (made available to the “Transfer Agent”) in Representative at such denominations and in office or such registrations other place as the Representative requests in writing may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative 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 Option Shares are to be delivered. The time and date at which the 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 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 by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent 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 delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such place as the Representative, DTC and the Company shall agree.