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

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 full business days after written notice of 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. You, as Representatives of the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTC.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 ______________ per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) day funds to an account designated by the Company available in New York against delivery of the Firm Shares certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyAlex. Xxxxx & Sons Incorporated, New York New York (“DTC”) 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 a.m., New York Baltimore time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five third business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Underwriters request in writing not later than the third full business day prior to the Closing Date, and will be made available for inspection by the Underwriters at least one business day prior to the Closing Date. (c) In addition, on On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby pursuant to this Section 2(c) may be exercised in whole or in part by giving written notice (i) but only once and at any time upon written notice given before 11:59 p.m. on the Closing Date later of January _____, 1997 and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 Underwriters but shall not be earlier than three nor later than 10 full business days after written notice of the exercise of such this 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 this 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 Shares1,000,000, 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. You, as Representatives of the Underwriters, The Underwriters may cancel such this 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 this option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) day funds to an account designated by the Company for the Option Shares available in New York against delivery of certificates therefor at the Option Shares through the facilities offices of DTCAlex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.

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 the Underwriters Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases at a price of fractional shares$2.82 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York City time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” (As used herein, “business day” means a day on which the NASDAQ Capital Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once at any time and from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [•] per share), the number of Firm Shares set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares8 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company against delivery of the Firm Shares book-entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold 2(a) hereof, less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. 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 at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such the Option Shares are to be delivered. The time and date at which the book-entry interests 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 written notice of 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. You, as Representatives of the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal federal (same day) funds drawn to an account designated by the order of the Company for the Option Shares against delivery of the Option Shares book-entry interests therefor through the facilities of DTCThe Depository Trust Company, New York, New York.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 53.76 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Depository Trust CompanyCalfee Building, New York New York (“DTC”) 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12September 24, 2006 2012 or at such other time and date not later than five business days thereafter as you the 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 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 Computershare Shareholder Services LLC (the “Transfer Agent” ) in such denominations and in such registrations as the 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, The 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 56.40 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Depository Trust CompanyCalfee Building, New York New York (“DTC”) 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12August 10, 2006 2012 or at such other time and date not later than five business days thereafter as you the 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 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 Computershare Shareholder Services LLC (the “Transfer Agent” ) in such denominations and in such registrations as the 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, The 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 _____ per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12the third business day after the date of this Agreement (or fourth business day after the date of this Agreement, 2006 if this Agreement is executed after 4:30 p.m. on the date hereof) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Stockholder hereby grants grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 full business days after written notice of 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. You, as Representatives of the 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 2 for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTC.sole purpose of

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 8.37 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company against delivery of the Firm Shares book-entry interests therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered2(a) hereof. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares book-entry interests are to be delivered. The time and date at which the book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal federal (same day) funds drawn to an account designated by the order of the Company for the Option Shares against delivery of the Option Shares book-entry interests therefor through the facilities of DTCThe Depository Trust Company, New York, New York.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [●] per share), the number of Firm General Shares set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares8 hereof. (b) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company against delivery of the Firm Shares book-entry interests therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 a.m., New York time, on June 12, 2006 the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (c) In addition” As used herein, “business day” means a day on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters NASDAQ Global Select Market is open for trading and on which banks in New York are exercising the option open for business and the time and date at which such Option Shares are not permitted by law or executive order 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 full business days after written notice of 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. You, as Representatives of the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCclosed.

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 the Underwriters Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 42.14 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of 3,500,000 Firm Shares set forth opposite the name of such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Shares. Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersUnderwriter. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyUBS Securities LLC, New York New York (“DTC”) 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., a.m. New York time, on June 12December 7, 2006 2007 or at such other time and date not later than five business days thereafter as you the Underwriter and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and 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 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 (c“DTC”) and made available for inspection by the Underwriter at least one business day prior to the Closing Date at such place as the Underwriter, 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 several Underwriters Underwriter to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, Underwriter to the Company 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 written notice of 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 UnderwritersUnderwriter. You, as Representatives of the Underwriters, The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in by Federal (same day) funds 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, 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 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 Underwriter at least one business day prior to the Option Closing Date at such place as the Underwriter, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 0.94 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “First Closing Date.”” (As used herein, “business day” means a day on which The Nasdaq Global Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold , less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the First Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option 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 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 written notice of the exercise of such option, nor in any event prior to the First Closing Date (such time and date being herein referred to as the “Option Closing Date”,” which may be the First Closing Date). The First Closing Date and the Option Closing Date, if any, are sometimes herein referred to as a “Closing Date.” If the date of exercise of the option is three or more days before the First Closing Date, the notice of exercise shall set the First 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. 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 Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 51.36 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Depository Trust CompanyCalfee Building, New York New York (“DTC”) 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12February 27, 2006 2012 or at such other time and date not later than five business days thereafter as you the 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 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as The Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, The 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters Underwriter and each the Underwriter agrees, severally and not jointly, agrees to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 1.919 per share), all of the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesShares. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Underwriter for the several accounts of the Underwritersits account. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you the Underwriter and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered2(a). The option granted hereby may be exercised at any time and from time to time, in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter part, within 30 days after the date of this Agreement, upon written notice by you, as the Representative of the several Underwriters, 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 certificates for 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 written notice of the exercise of such option, nor in any event prior to the Closing Date (each such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option 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 UnderwritersUnderwriter. You, as Representatives of the Underwriters, The Underwriter may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase, at a net purchase price of $21.496 17.07 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of Firm Shares set forth opposite the name of such each Underwriter in on Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereto. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates (or book entry) therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 9:00 a.m., New York time, on June 12, 2006 the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold 2(a) hereof, less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. 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, you as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such 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 two nor later than 10 full business days after written notice of 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 two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option 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. 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 Federal federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [•] per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “First Closing Date.”” (As used herein, “business day” means a day on which The Nasdaq Global Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the First Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of the exercise of such option, nor in any event prior to the First Closing Date (such time and date being herein referred to as the “Option Closing Date”,” which may be the First Closing Date). The First Closing Date and the Option Closing Date, if any, are sometimes herein referred to as a “Closing Date.” If the date of exercise of the option is three or more days before the First Closing Date, the notice of exercise shall set the First 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. You, as Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases at a price of fractional shares$4.6109 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York City time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” (As used herein, “business day” means a day on which the NASDAQ Capital Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once at any time and from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 33.75 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of 3,000,000 Firm Shares set forth opposite the name of such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Shares. Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersUnderwriter. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyUBS Securities LLC, New York New York (“DTC”) 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time, on June 12November 22, 2006 2005 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services L.L.C. (the “Transfer Agent” ) in such denominations and in such registrations as the 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 (c“DTC”) and made available for inspection by the Underwriter at least one business day prior to the Closing Date at such place as the Underwriter, 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 several Underwriters Underwriter to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, Underwriter to the Company 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 written notice of 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 UnderwritersUnderwriter. You, as Representatives of the UnderwritersUnderwriter, 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 by Federal (same day) funds 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, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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 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 Underwriter at least one business day prior to the Closing Date at such place as the Underwriter, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 ___ per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified 8 9 by the Company Company, certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of the Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are is to be made through at the facilities offices of The Depository Trust Companythe Representative at the address set forth on the first page of this agreement, New York New York (“DTC”) at 10:00 7:00 a.m., New York Pacific time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share Share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by The Company may assign the Underwriters unless obligation to deliver the Firm Shares previously have been, or simultaneously with Common Stock component of the Option Shares areto certain shareholders of the Company as more fully described in the Prospectus; however, sold and deliveredno such assignment shall affect the obligation of the Company to deliver or cause to be delivered securities representing the Option Shares as to which the option is exercised upon such exercise. 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 45 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates representing such Option Shares 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 but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives of the Underwriters, The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company, or certified or bank cashier's check drawn to the order of the Company for the Option Shares against to be sold by the Company in consideration either of uncertificated delivery of the Option Shares through or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the facilities Representative) to the Representative for the several accounts of DTCthe Underwriters. Except to the extent uncertificated Option Shares are (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of the Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to 200,000 Shares at a price of $____ per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative's Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 48.00 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyXxxxxx, New York New York (“DTC”) Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12November 9, 2006 2011 or at such other time and date not later than five business days thereafter as you the 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 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as The Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. (ai) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 24.55 per share Share (representing the public offering price which amount includes accrued interest of $22.310 0.09 per share less underwriting discounts and commissions of $0.814 per share), Share) the number of Firm Shares set forth opposite the name of each 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 Section11 hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares) . (bii) Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds Funds wire transfer to an account designated by the Company against delivery of the Firm Shares therefor to the Representatives for the several accounts of the UnderwritersRepresentative. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyDeutsche Bank Securities Inc., New York New York (“DTC”) 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., New York time, on June 12May 3, 2006 2005 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (c) In additionAs used herein, "business day" means a day on which the basis of 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 representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall will be sold or delivered by The Bank of New York (the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold "Transfer Agent") in such denominations and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, such registrations as the Representative of requests in writing not later than the several Underwriters, second full business day prior to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option Closing Date, 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 will be delivered shall be determined through book entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Representative but shall not be earlier than three full at least one business days after written notice of the exercise of such option, nor in any event day prior to the Closing Date (at such time and date being herein referred to place as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing DateRepresentative, 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. You, as Representatives of the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by DTC and the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCshall agree. (iii) [Intentionally Omitted.]

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 the Underwriters Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 $ per share), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) by wire transfer to the Company of immediately available funds to an a bank account or bank accounts designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The the Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option 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 ten full business days after written notice of 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. 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 Federal (same day) by wire transfer to the Company of immediately available funds to an the bank account or bank accounts designated by the Company for the Option Shares to be sold by it, against delivery of certificates therefor to the Option Shares Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of DTCthe Depository Trust Company, New York, New York, on the Option Closing Date.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 70.9275 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Depository Trust CompanyCalfee Building, New York New York (“DTC”) 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12May 14, 2006 2013 or at such other time and date not later than five business days thereafter as you the 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 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 Computershare Shareholder Services LLC (the “Transfer Agent” ) in such denominations and in such registrations as the 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, The 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 7.05 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “First Closing Date.”” (As used herein, “business day” means a day on which The Nasdaq Global Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold , less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the First Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of the exercise of such option, nor in any event prior to the First Closing Date (such time and date being herein referred to as the “Option Closing Date”,” which may be the First Closing Date). The First Closing Date and the Option Closing Date, if any, are sometimes herein referred to as a “Closing Date.” If the date of exercise of the option is three or more days before the First Closing Date, the notice of exercise shall set the First 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. You, as Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 42.0295 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyUBS Securities LLC, New York New York (“DTC”) 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., a.m. New York time, on June 12April 18, 2006 2007 or at such other time and date not later than five business days thereafter as you the 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, Representatives to the Company 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 written notice of 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. You, as The Representatives of the 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 by Federal (same day) funds 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, 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 6.3619 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) New York Clearing House funds by wire transfer to an account designated by the Company of immediately available funds against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to shall be made through the facilities of The the Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" As used herein, "business day" means a day on which the AMEX is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and deliveredSection. 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 or (ii) only once at any time thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 and may be the Closing Date, but otherwise shall not be earlier than three nor later than 10 full business days after written notice of the exercise of such option, nor in any event prior to the Closing Date (such time and date date, if subsequent to the Closing 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. You, as Representatives the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Closing Date or the Option Closing Date in Federal (same day) funds by wire transfer to an account designated by the Company for the Option Shares against of immediately available funds and delivery of the Option Shares shall be made through the facilities of DTCthe Depository Trust Company in New York, New York.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [•] per share), the number of Firm Shares set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company against delivery of the Firm Shares book-entry interests therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (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 Selling Shareholders listed on Schedule II hereto hereby grants grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph Section 2(a) hereof. The maximum number of this Section 2. No Option Shares shall to be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and deliveredeach Selling Shareholder is set forth opposite such Selling Shareholder’s name 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 at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company and the Selling Shareholders setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares book-entry interests are to be delivered. If the option granted hereby is exercised in part, 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 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 book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives 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 CompanyCompany and the Selling Shareholders. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal federal (same day) funds to an account accounts designated by the Company for the Option Shares Selling Shareholders against delivery of the Option Shares book-entry interests therefor through the facilities of DTCThe Depository Trust Company, New York, New York. (d) If on the Option Closing Date, any Selling Shareholder fails to sell the Option Shares which such Selling Shareholder has agreed to sell on such date as set forth on Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of Ordinary Shares to the Underwriters which represents the Option Shares which such Selling Shareholder has failed to so sell, as set forth on Schedule II hereto, or such lesser number as may be requested by the Representative.

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 the Underwriters the Shares, and each Underwriter agrees, severally and not jointly, to purchase, purchase at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [ ] per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder by the Company is to be made in Federal (same day) via wire transfer of immediately available funds or such other payment procedures agreed to an account designated by the Company against delivery of the Firm Shares therefor to the Representatives for the several accounts of the Underwritersparties. Such payment and delivery are to be made through at the facilities offices of The Depository Trust Company[name specific underwriter], New York New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Underwriters request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Underwriters at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company 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 Underwriters but shall not be earlier than three nor later than ten full business days after written notice of 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. You, as Representatives of the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation cancelation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) via wire transfer of immediately available funds or other payment procedures agreed to an account designated by the Company for the Option Shares parties against delivery of certificates therefor at the Option Shares through the facilities offices of DTC[name specific underwriter].

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 7.05 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “First Closing Date.”” (As used herein, “business day” means a day on which The Nasdaq Global Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold , less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the First Closing Date and (ii) only once at any time, and from time to time, thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option 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 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 written notice of the exercise of such option, nor in any event prior to the First Closing Date (any such time and date being herein referred to as the an “Option Closing Date”,” which may be the First Closing Date). The First Closing Date and any Option Closing Date, if any, are sometimes herein referred to as a “Closing Date.” If the date of exercise of the option is three or more days before the First Closing Date, the notice of exercise shall set the First Closing Date as the an 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. 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 an Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 ____ per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company Company, certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of the Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are is to be made through at the facilities offices of The Depository Trust Companythe Representative at the address set forth on the first page of this agreement, New York New York (“DTC”) at 10:00 7:00 a.m., New York Pacific time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share Share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by The Company may assign the Underwriters unless obligation to deliver the Firm Shares previously have been, or simultaneously with Common Stock component of the Option Shares areto certain shareholders of the Company as more fully described in the Prospectus; however, sold and deliveredno such assignment shall affect the obligation of the Company to deliver or cause to be delivered securities representing the Option Shares as to which the option is exercised upon such exercise. 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 45 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates representing such Option Shares 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 but shall not be earlier than three nor later than 10 full business days after written notice of 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 maybe exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the Underwriters, The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company, or certified or bank cashier's check drawn to the order of the Company for the Option Shares against to be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for the Option Shares through will be delivered in such denominations and in such registrations as the facilities Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of DTCthe Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to ___________ Shares at a price of $____ per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative's Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 42.0525 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentative. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyUBS Securities LLC, New York New York (“DTC”) 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., a.m. New York time, on June 12July 7, 2006 2008 or at such other time and date not later than five business days thereafter as you the Representative and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and 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 (c“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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 written notice of 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. You, as Representatives of the Underwriters, The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in by Federal (same day) funds 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 13.395 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates or book-entry securities entitlements therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No The maximum number of Option Shares shall to be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and deliveredCompany is 549,000. 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 at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option 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 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 written notice of 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. 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 and delivery for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCthe Depository Trust Company, New York, New York at 10:00 a.m., New York time.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 72.857500 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Depository Trust CompanyCalfee Building, New York New York (“DTC”) 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12February 27, 2006 2015 or at such other time and date not later than five business days thereafter as you the 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 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 Computershare Shareholder Services LLC (the “Transfer Agent” ) in such denominations and in such registrations as the 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, The 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Shares. PAGE 7 - UNDERWRITING AGREEMENT (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 ____ per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company Company, certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of the Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are is to be made through at the facilities offices of The Depository Trust Companythe Representative at the address set forth on the first page of this agreement, New York New York (“DTC”) at 10:00 7:00 a.m., New York Pacific time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share Share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by The Company may assign the Underwriters unless obligation to deliver the Firm Shares previously have been, or simultaneously with Common Stock component of the Option Shares areto certain shareholders of the Company as more fully described in the Prospectus; however, sold and deliveredno such assignment shall affect the obligation of the Company to deliver or cause to be delivered securities representing the Option Shares as to which the option is exercised upon such exercise. 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 45 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates representing such Option Shares 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 but shall not be earlier than three nor later than 10 full business days after written notice of 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 maybe exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the Underwriters, The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the ------------------------------------------------------------------------------ PAGE 8 - UNDERWRITING AGREEMENT Company, or certified or bank cashier's check drawn to the order of the Company for the Option Shares against to be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for the Option Shares through will be delivered in such denominations and in such registrations as the facilities Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of DTCthe Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to 300,000 Shares at a price of $____ per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative's Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company Trust agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 16.929 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Trust shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company Trust 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 certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives 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 CompanyTrust. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to an account designated by the Company order of the Trust for the Option Shares to be sold by it against delivery of the Option Shares certificates therefor through the facilities of DTCThe Depository Trust Company, New York, New York.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 61.51875 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Depository Trust CompanyCalfee Building, New York New York (“DTC”) 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12September 17, 2006 2014 or at such other time and date not later than five business days thereafter as you the 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 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 Computershare Shareholder Services LLC (the “Transfer Agent” ) in such denominations and in such registrations as the 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, The 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters Underwriter and each the Underwriter agrees, severally and not jointly, agrees to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 60.43 per share), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesShares. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against electronic delivery thereof of the Firm Shares therefor to the Representatives for the several accounts account of the UnderwritersUnderwriter through the facilities of The Depository Trust Company (“DTC”) in New York, New York, in accordance with the instructions from the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12November 15, 2006 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters you 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 electronically delivered shall be determined by the Representative Underwriter but shall not be earlier than three two nor later than 10 full business days after written notice of 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 UnderwritersUnderwriter. You, as Representatives of the Underwriters, You may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against electronic delivery thereof of the Option Shares to the account of the Underwriter through the facilities of DTCDTC in New York, New York, in accordance with the instructions from the Underwriter.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 [ ] per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company Company, certified or bank cashier’s checks drawn to the order of the Company, against either uncertificated delivery of the Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are is to be made through at the facilities offices of The Depository Trust Companythe Representative at the address set forth on the first page of this agreement, New York New York (“DTC”) at 10:00 7:00 a.m., New York Pacific time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share Share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates representing such Option Shares 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 but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives of the Underwriters, The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company, or certified or bank cashier’s check drawn to the order of the Company for the Option Shares against to be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for the Option Shares through will be delivered in such denominations and in such registrations as the facilities Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of DTCthe Underwriters, as additional compensation for its services, Representative’s Warrants for the purchase of up to [ ] Shares at a price of $[ ] per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative’s Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 ___ per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company Company, certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of the Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are is to be made through at the facilities offices of The Depository Trust Companythe Representative at the address set forth on the first page of this agreement, New York New York (“DTC”) at 10:00 7:00 a.m., New York Pacific time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share Share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates representing such Option Shares 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 but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives of the Underwriters, The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company, or certified or bank cashier's check drawn to the order of the Company for the Option Shares against to be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for the Option Shares through will be delivered in such denominations and in such registrations as the facilities Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of DTCthe Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to 125,000 Shares at a price of $____ per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative's Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 47.28 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyXxxxxx, New York New York (“DTC”) Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12March 7, 2006 2011 or at such other time and date not later than five business days thereafter as you the 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 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as The Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 45.96 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyDeutsche Bank Securities Inc., New York New York (“DTC”) 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., a.m. New York time, on June 12September 10, 2006 2008 or at such other time and date not later than five business days thereafter as you the 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, Representatives to the Company 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 written notice of 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. You, as The Representatives of the 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 by Federal (same day) funds 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 Deutsche Bank Securities Inc., 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 172.7925 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery Company. Delivery of the Firm Shares therefor shall be made in physical certificate form at such location as the Underwriters shall reasonably designate at least one Business Day in advance of the Closing Date. Certificates for the Shares shall be registered in such names and in such denominations as the Underwriter may request not less than two Business Days in advance of the Closing Date. The Company agrees to have the Shares available for inspection, checking and packaging by the Underwriters in New York, New York, not later than 1:00 PM on the Business Day prior to the Representatives for the several accounts of the UnderwritersClosing Date. Such payment and delivery are to shall be made through the facilities of The Depository Trust Company, New York New York (“DTC”) at 10:00 a.m., New York time, on June 12April 3, 2006 2018 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (c) In addition” As used herein, “business day” means a day on which the basis of New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. Notwithstanding the representations and warranties foregoing, nothing herein contained and subject to shall require the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase make payment for the Option Shares at until the price per share as condition set forth in Section 6(j)(x) has been satisfied. Furthermore, notwithstanding the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have beenforegoing, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative upon mutual agreement of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such 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 full business days after written notice of 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. You, as Representatives of the 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, settlement and payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares may be accomplished through the facilities of DTCother customary delivery methods.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [·] per share), the number of Firm Shares Securities set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares8 hereof. (b) Payment for the Firm Shares Securities to be sold hereunder is to be made in Federal (same day) or other funds to an account designated by the Company immediately available in New York City against delivery of the such Firm Shares therefor Securities to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York New York Company (“DTC”) ), New York, New York, at 10:00 [10:00] a.m., New York time, on June 12[·], 2006 2019 or at such other time and date on the same or such other date, not later than five business days thereafter [·], 2019, as you and designated in writing by the Company shall agree uponRepresentatives, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the Nasdaq Global Select Market is open for trading and on which banks in New York, Hong Kong and the PRC are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares Securities at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold 2(a) hereof, less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredSecurities. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Shares Securities 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 Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three full one nor later than 10 business days after written notice of 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 Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares Securities being purchased as the number of Firm Shares Securities being purchased by such Underwriter bears to the total number of Firm SharesSecurities, 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. 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 Securities shall be made in Federal or other funds immediately available in New York City through the facilities of DTC, New York, New York, at [10:00] a.m., New York time, on the Option Closing Date or at such other time on the same or such other date, not later than [·], 2019, as designated in Federal (same day) funds to an account designated writing by the Company for Representatives. (d) The American Depositary Shares to be delivered to each Underwriter shall be delivered in book entry form, and in such denominations and registered in such names as the Representatives may request in writing not later than one full business day prior to the Closing Date or an Option Closing Date, as the case may be. Such American Depositary Shares against delivery shall be delivered by or on behalf of the Option Shares Company to the Representatives through the facilities of DTC, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal or other funds immediately available to the account(s) specified by the Company to the Representatives on the Closing Date or Option Closing Date, as the case may be, or at such other time and date as shall be designated in writing by the Representatives. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law. The Company will cause the certificates representing the Shares to be made available for inspection at least 24 hours prior to the Closing Date or Option Closing Date, as the case may be.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 5.4625 per share), the number of Firm Shares (including the associated Rights) set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares (including the associated Rights) to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you the Representative and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares (including the associated Rights) at the price per share as set forth in the first paragraph (a) of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised at any time and from time to time, in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter part, within 30 days after the date of this Agreement, upon written notice by youthe Representative, as the Representative on behalf of the several Underwriters, to the Company setting forth the number of Option Shares (including the associated Rights) 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 certificates for Option Shares (including the associated Rights) 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 written notice of the exercise of such option, nor in any event prior to the Closing Date (each such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option 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 the Representative in such manner as to avoid fractional shares. The option with respect to the Option Shares (including the associated Rights) granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares (including the associated Rights) by the Underwriters. YouThe Representative, as Representatives on behalf 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 (including the associated Rights) shall be made on the Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 39.68 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyUBS Securities LLC, New York New York (“DTC”) 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., a.m. New York time, on June 12March 10, 2006 2008 or at such other time and date not later than five business days thereafter as you the 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, Representatives to the Company 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 written notice of 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. You, as The Representatives of the 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 by Federal (same day) funds 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, 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 38.31 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against electronic delivery thereof of the Firm Shares therefor to the Representatives for the several accounts of the Underwritersseveral Underwriters through the facilities of The Depository Trust Company in New York, New York, in accordance with the instructions from the Representative. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June May 12, 2006 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several UnderwritersRepresentative, to the Company setting forth the number of Option 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 electronically delivered shall be determined by the Representative but shall not be earlier than three two nor later than 10 full business days after written notice of 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. You, as Representatives the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against electronic delivery thereof of the Option Shares to the accounts of the several Underwriters through the facilities of DTCThe Depository Trust Company in New York, New York, in accordance with the instructions from the Representative.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 34.20 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyDeutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York York, New York (“DTC”) York, at 10:00 a.m.a.m. New Yoxx xxxx, New York timexx Xxxxx 00, on June 12, 2006 or at such other time 0000 xx xx xxxx xxxxx xime and date not later than five business days thereafter as you the Representatives and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (cAs 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 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 Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, Representatives to the Company 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 written notice of 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. You, as The Representatives of the 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 by Federal (same day) funds 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 Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York, at 10:00 a.m. New Yoxx xxxx, xx xxx Xxxxxx Xxxxxxx Xxxx. Xx xxx xxtent, 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 9.50 per share), the number of Firm Shares (including the associated Rights) set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares (including the associated Rights) to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you the 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 are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares (including the associated Rights) at the price per share as set forth in the first paragraph (a) of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised at any time and from time to time, in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter part, within 30 days after the date of this Agreement, upon written notice by youthe Representatives, as the Representative on behalf of the several Underwriters, to the Company setting forth the number of Option Shares (including the associated Rights) 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 certificates for Option Shares (including the associated Rights) 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 written notice of the exercise of such option, nor in any event prior to the Closing Date (each such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option 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 the Representatives in such manner as to avoid fractional shares. The option with respect to the Option Shares (including the associated Rights) granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares (including the associated Rights) by the Underwriters. YouThe Representatives, as Representatives on behalf 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 (including the associated Rights) shall be made on the Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 $ per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) New York Clearing House funds by wire transfer to an account designated by the Company of immediately available funds against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to shall be made through the facilities of The the Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the AMEX is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and deliveredSection. 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 or (ii) only once at any time thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 and may be the Closing Date, but otherwise shall not be earlier than three nor later than 10 full business days after written notice of the exercise of such option, nor in any event prior to the Closing Date (such time and date date, if subsequent to the Closing 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. You, as Representatives the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Closing Date or the Option Closing Date in Federal (same day) funds by wire transfer to an account designated by the Company for the Option Shares against of immediately available funds and delivery of the Option Shares shall be made through the facilities of DTCthe Depository Trust Company in New York, New York.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 ___ per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)Share, the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company Company, certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of the Firm Shares or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are is to be made through at the facilities offices of The Depository Trust Companythe Representative at the address set forth on the first page of this agreement, New York New York (“DTC”) at 10:00 7:00 a.m., New York Pacific time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.”" (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Shares are delivered at closing, the certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share Share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 45 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates representing such Option Shares 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 but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives of the Underwriters, The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) New York Clearing House funds and, at the option of the Representative, by bank wire to an account designated specified by the Company, or certified or bank cashier's check drawn to the order of the Company for the Option Shares against to be sold by the Company in consideration either of uncertificated delivery of Option Shares or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Shares are delivered at closing, the certificates for the Option Shares through will be delivered in such denominations and in such registrations as the facilities Representative requests in writing not later than the second full business day prior to the Option Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Option Closing Date. (d) In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of DTCthe Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to 40,000 Shares at a price of $____ per Share, upon the terms and subject to adjustment and conversion as described in the form of Representative's Warrants filed as an exhibit to the Registration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 48.50 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyXxxxxx, New York New York (“DTC”) Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12March 7, 2006 2011 or at such other time and date not later than five business days thereafter as you the 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 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as The Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 10.2125 per share), the number of Firm Shares (including the associated Rights) set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares (including the associated Rights) to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares (including the associated Rights) at the price per share as set forth in the first paragraph (a) of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised at any time and from time to time, in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter part, within 30 days after the date of this Agreement, upon written notice by youthe Representatives, as the Representative on behalf of the several Underwriters, to the Company setting forth the number of Option Shares (including the associated Rights) 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 certificates for Option Shares (including the associated Rights) 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 written notice of the exercise of such option, nor in any event prior to the Closing Date (each such time and date being herein referred to as the an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option 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 the Representatives in such manner as to avoid fractional shares. The option with respect to the Option Shares (including the associated Rights) granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares (including the associated Rights) by the Underwriters. YouThe Representatives, as Representatives on behalf 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 (including the associated Rights) shall be made on the Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [●] per share), the number of Firm Shares set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company against delivery of the Firm Shares book-entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold 2(a) hereof, less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. 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 at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such the Option Shares are to be delivered. The time and date at which the book-entry interests 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 written notice of the exercise of such optionoption (unless the Representatives and the Company otherwise agree in writing), nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If Notwithstanding any of the foregoing to the contrary, if the date of exercise of the option is three two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option 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. You, as Representatives of the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal federal (same day) funds drawn to an account designated by the order of the Company for the Option Shares against delivery of the Option Shares book-entry interests therefor through the facilities of DTCThe Depository Trust Company, New York, New York.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [ ] per share), the number of Firm Shares Securities set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares8 hereof. (b) Payment for the Firm Shares Securities to be sold hereunder is to be made in Federal (same day) or other funds to an account designated by the Company immediately available in New York City against delivery of the such Firm Shares therefor Securities to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York New York Company (“DTC”) ), New York, New York, at 10:00 a.m., New York time, on June 12[ ], 2006 2018 or at such other time and date on the same or such other date, not later than five business days thereafter [ ], 2018, as you and designated in writing by the Company shall agree uponRepresentatives, 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, Hong Kong and the PRC are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares Securities at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold 2(a) hereof, less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredSecurities. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Shares Securities 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 Securities are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three full one nor later than 10 business days after written notice of 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 Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares Securities being purchased as the number of Firm Shares Securities being purchased by such Underwriter bears to the total number of Firm SharesSecurities, 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. 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 Securities shall be made in Federal or other funds immediately available in New York City through the facilities of DTC, New York, New York, at 10:00 a.m., New York time, on the Option Closing Date or at such other time on the same or such other date, not later than [ ], 2018, as designated in Federal (same day) funds to an account designated writing by the Company for Representatives. (d) The American Depositary Shares to be delivered to each Underwriter shall be delivered in book entry form, and in such denominations and registered in such names as the Representatives may request in writing not later than one full business day prior to the Closing Date or an Option Closing Date, as the case may be. Such American Depositary Shares against delivery shall be delivered by or on behalf of the Option Shares Company to the Representatives through the facilities of DTC, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal or other funds immediately available to the account(s) specified by the Company to the Representatives on the Closing Date or Option Closing Date, as the case may be, or at such other time and date as shall be designated in writing by the Representatives. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law. The Company will cause the certificates representing the Shares to be made available for inspection at least 24 hours prior to the Closing Date or Option Closing Date, as the case may be.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 4.23 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “First Closing Date.”” (As used herein, “business day” means a day on which The Nasdaq Global Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold , less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the First Closing Date and (ii) only once at any time, and from time to time, thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option 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 certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of the exercise of such option, nor in any event prior to the First Closing Date (any such time and date being herein referred to as the an “Option Closing Date”,” which may be the First Closing Date). The First Closing Date and any Option Closing Date, if any, are sometimes herein referred to as a “Closing Date.” If the date of exercise of the option is three or more days before the First Closing Date, the notice of exercise shall set the First Closing Date as the an 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. You, as Representatives 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 an Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 [ — ] per share), the number of Firm Shares set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares8 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company against delivery of the Firm Shares book-entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold 2(a) hereof, less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. 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 at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such the Option Shares are to be delivered. The time and date at which the book-entry interests for Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three two nor later than 10 full business days after written notice of 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. You, as Representatives of the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal federal (same day) funds drawn to an account designated by the order of the Company for the Option Shares against delivery of the Option Shares book-entry interests therefor through the facilities of DTCThe Depository Trust Company, New York, New York.

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 the Underwriters Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases at a price of fractional shares$19.27 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery of the Firm Shares certificates therefor to the Representatives Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after written notice of 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. You, as Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same dayday funds) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCThe Depository Trust Company in New York, New York drawn to the order of the Company.

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, (i) the Company agrees to sell to the several Underwriters an aggregate of 20,564,891 Firm Shares and each Underwriter agrees(ii) the Selling Stockholders, severally and not jointly, agree to purchasesell to the several Underwriters an aggregate of 7,260,109 Firm Shares, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share), with each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule II. On the name basis of such Underwriter in the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite their names on Schedule I hereofI, subject to adjustments in accordance with Section 9 hereof hereof. The purchase price per Firm Share to be paid by the several Underwriters to the Company and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion Selling Stockholders shall make to eliminate any sales or purchases of fractional sharesbe $4.80 per share. (b) Payment for the Firm Shares to be sold by the Company hereunder is to be made in Federal (same day) funds to an account designated by the Company against delivery thereof to the Representative for the accounts of the several Underwriters and payment for the Firm Shares therefor to be sold by the Selling Stockholders hereunder is to be made in Federal (same day) funds to an account or accounts designated by the Selling Stockholders against delivery thereof to the Representatives Representative for the several accounts of the several Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) at 10:00 a.m., New York City time, on June 12, 2006 the fourth Business Day after the date of this Agreement or at such other time and date not later than five business days Business Days thereafter as you the Representative, the Company and the Company Selling Stockholders shall agree upon, such time and date being herein referred to as the “Closing Date.” (c) In addition” As used herein, “Business Day” means a day on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters New York Stock Exchange is open for trading and on which banks in New York are exercising the option open for business and the time and date at which such Option Shares are not permitted by law or executive order 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 full business days after written notice of 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. You, as Representatives of the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company for the Option Shares against delivery of the Option Shares through the facilities of DTCclosed.

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 the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 6.96 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares8 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account designated by the Company against delivery of the Firm Shares book-entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.”” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold 2(a) hereof, less an amount per share equal to any dividends or delivered distributions declared by the Underwriters unless Company and payable on the Firm Shares previously have been, or simultaneously with but not payable on the Option Shares are, sold and deliveredShares. 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 at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company 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 the Option Shares are to be delivered. The time and date at which the book entry interests 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 written notice of 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. 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 Federal federal (same day) funds drawn to an account designated by the order of the Company for the Option Shares against delivery of the Option Shares book-entry interests therefor through the facilities of DTCThe Depository Trust Company, New York, New York.

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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 42.00 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyXxxxxx, New York New York (“DTC”) Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m., a.m. New York time, on June 12December 6, 2006 2010 or at such other time and date not later than five business days thereafter as you the 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 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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 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. You, as The Representatives of the 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 by Federal (same day) funds 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 Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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 the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a net purchase price of $21.496 38.784 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 per share)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, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) ). Payment for the Firm Shares to be sold hereunder is to be made in by Federal (same day) funds 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 Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made through at the facilities offices of The Depository Trust CompanyXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, One Bryant Park, New York York, New York (“DTC”) York, at 10:00 a.m., a.m. New York time, on June 12September 4, 2006 2009 or at such other time and date not later than five business days thereafter as you the 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 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 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 (c“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, 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 several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. 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 from time to time within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, 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 written notice of 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. You, as The Representatives of the 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 by Federal (same day) funds 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 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, One 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 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 Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, 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, each of the Company agrees Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $21.496 per share (representing the public offering price of $22.310 per share less underwriting discounts and commissions of $0.814 20.69375 per share), the number of Firm Shares set forth opposite the name of such each Underwriter in on Schedule I hereof, subject to adjustments in accordance with Section 9 hereof and subject, in each case, to adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesII-A hereto. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal federal (same day) funds to an account or account(s) designated by the Company Selling Stockholders for the shares to be sold by it against delivery of the Firm Shares certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York York, New York (“DTC”) York, at 10:00 a.m., New York time, on June 12, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you you, the Company and the Company Selling Stockholders shall agree upon, such time and date being herein referred to as the “Closing Date”.” (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Company Selling Stockholders, severally and not jointly, hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the first paragraph Company and payable on the Shares but not payable on the Option Shares. The maximum number of this Section 2. No Option Shares shall to be sold or delivered purchased by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and deliveredis set forth opposite their respective names on Schedule II-B 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 at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as the Representative Representatives of the several Underwriters, to the Company Selling Stockholders, 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 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 written notice of 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. 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 Federal federal (same day) funds drawn to an account designated by the order of the Company for the Option Shares to be sold by it against delivery of the Option Shares certificates therefor through the facilities of DTCThe Depository Trust Company, New York, New York.