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

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Selling Shareholders, at $___________ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the Firm

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Selling Shareholders Company and Zunicom agree to issue and sell 2,000,000 and 1,000,000 Firm Shares, respectively, to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Selling ShareholdersCompany and Zunicom, at $_____a purchase price per share of $ ______ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The hereto plus any additional number of Firm Shares which such Underwriter may become obligated to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion purchase pursuant to the total number provisions of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any Section 9 hereof. (b) Delivery of the Firm Shares hereunder unless to the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and made, against payment of the purchase price for the Firm Shares shall be made therefore, at the offices of Bear, Steaxxx Ladenburg Thalxxxx & Xo. Inc.Inc. (“Ladenburg”) at 153 Xxxx 00xx Xxxxxx, 245 Xxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.a.m., New York City time, on __________, 2006, or at such other time as shall be agreed upon by the fourth full business day following Underwriters and the determination Company. The time and date of such delivery and payment are herein called the “Closing Date.” On the Closing Date, one or more Firm Shares in global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the “Global Shares”) shall be delivered by the Company to Ladenburg, as agent for the Underwriters, against payment by the Underwriters of the purchase price pursuant therefore, by wire transfer, in same-day funds to this an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire transfer. The Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company and Zunicom, respectively, hereby grant to the Underwriters options to purchase up to 300,000 and 150,000 Additional Shares, respectively, at the same purchase price per share to be paid by the Underwriters to the Company and Zunicom for the Firm Shares as set forth in Section 2 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. The shares subject to the option granted by the Company will be purchased prior to the purchase of the shares subject to the option granted by Zunicom. This option may be exercised at any time, in whole or in part, on or before the forty-fifth day following the date of the Final Prospectus, by written notice to the Company and Zunicom from Ladenburg on behalf of the Underwriters. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Ladenburg on behalf of the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 3,000,000 subject, however, to such adjustments to eliminate any fractional shares as Ladenburg on behalf of the Underwriters in its sole discretion shall make. Delivery of the Additional Shares to the Underwriters shall be made, against payment of the purchase price therefore, at the offices of Ladenburg at 153 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by you the Underwriters and the Company. The time and date of such delivery and payment are herein called On the "Additional Closing Date". Delivery , one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the certificates Shares sold to the Underwriters (the “Additional Global Shares”) shall be delivered by the Company to Ladenburg, as agent for the FirmUnderwriters, against payment by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire transfer. The Additional Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants and agreements herein contained, but subject (a) (i) Subject to the terms and conditions herein set forth, each of the Selling Shareholders agree to sell to the several Underwriters, and the UnderwritersFirm Share Sellers, severally and not jointly, agree agrees to purchase from sell to the Selling Shareholders, at $___________ per share, Underwriters the number of Firm Shares set forth opposite the respective names name of the Underwriters in Schedule I hereto. The number of such Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified Share Seller in Schedule II heretohereto and, as subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Company and the Selling Stockholders contained herein, each of the Underwriters, severally and not jointly, agrees to purchase from the Firm Share Sellers the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears hereto, all at a purchase price per share of $________ (the "Purchase Price"). The number of Firm Shares to be purchased from each Firm Share Seller by each Underwriter (as adjusted by Bear Xxxxxxx to eliminate fractions) shall be determined by multiplying the total number of Firm Shares to be sold by such Firm Share Seller by a fraction, the Selling Shareholders, subject to numerator of which is the number of Firm Shares set opposite the name of such adjustments to eliminate any fractional shares as you Underwriter in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to Schedule I annexed hereto and the Underwriters any denominator of which is the total number of Firm Shares. (ii) Delivery of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares Purchase Price therefor shall be made at the offices of Bear, Steaxxx Xxxxxxx & Xo. Inc., 245 Co. Inc. at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or such other location in the New York City metropolitan area as may be mutually acceptableBear Xxxxxxx shall determine and advise the Company and the Firm Sellers upon at least two full business days' notice in writing. Such delivery and payment shall be made at 10:00 A.M., New York City time, on the fourth [__________] full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)Purchase Price, or at such other time as shall may be agreed upon by you Bear Xxxxxxx, the Company and the CompanySelling Stockholders. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the Firm Shares shall be made to or upon the order of Bear Xxxxxxx, for the respective accounts of the Underwriters, against payment to the respective accounts of the Firm Share Sellers, of the aggregate Purchase Price therefor, by wire transfer of same day funds to such account as the Attorney-in-Fact shall have designated in writing to Bear Xxxxxxx at least two business days prior to the Closing Date. (iii) Certificates for the Firm Shares shall be registered in such name or names and in such authorized denominations as Bear Xxxxxxx may request in writing at least two full business days prior to the Closing Date, provided that, if so specified by the Representatives, the Firm Shares may be represented by a global certificate registered in the name of Cede & Co., as nominee of the Depositary Trust Company ("Cede"). Bear Xxxxxxx shall be permitted to examine and package such certificates for delivery at least one full business day prior to the FirmClosing Date, unless the Firm Shares are to be represented by a global certificate. (i) The Option Share Sellers hereby grant to the Underwriters an option (the "Option") to purchase the Option Shares from the Option Share Sellers, at the Purchase Price and upon the terms herein set forth, for the sole purpose of covering over-allotments in the offering of the Firm Shares by the Underwriters. The Option shall be exercisable by the Underwriters, on one occasion only, at any time before the expiration of 30 days from the date of the Prospectus, for the purchase of all or part of the Option Shares, such exercise to be made by notice, given by Bear Xxxxxxx to the Attorney-in-Fact in the manner specified in Section 13 hereof, which notice shall set forth the aggregate number of Option Shares with respect to which the Option is being exercised, the denominations and the name or names in which certificates evidencing the Option Shares so purchased are to be registered, and the date and time of delivery of such Option Shares, which date may be at or subsequent to the Closing Date and shall not be less than two nor more than ten days after such notice (unless otherwise mutually agreed to by Bear Xxxxxxx, the Company and Xx Xxxx). The maximum number of Option Shares that each Option Share Seller shall be obligated to sell upon exercise of the Option by the Underwriters is set forth opposite the name of such Option Share Seller in Schedule II hereto. If the Option is exercised for less than all of the Option Shares, then the number of Option Shares to be sold by and purchased from each Option Share Seller (as adjusted by Bear Xxxxxxx to eliminate fractions) shall be determined by multiplying the total number of Option Shares set forth opposite such Option Share Seller's name in Schedule II hereto by a fraction, of which the numerator is the aggregate number of Option Shares with respect to which the Option is exercised and the denominator is the total number of Option Shares. The aggregate number of Option Shares to be purchased from the Option Share Sellers by each Underwriter (as adjusted by Bear Xxxxxxx to eliminate fractions) shall be determined by multiplying the total number of Option Shares with respect to which the Option is exercised by a fraction, of which the numerator is the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I annexed hereto and the denominator is the total number of Firm Shares. (ii) Delivery of the Option Shares so purchased and payment of the purchase price therefor shall be made at the offices of Bear, Xxxxxxx & Co. Inc. at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location in the New York City metropolitan area as Bear Xxxxxxx shall determine and advise the Company and the Option Share Sellers upon at least two full business days' notice in writing. Such delivery and payment shall be made at 10:00 A.M., New York City time, on the date designated in such notice or at such other time and date as may be agreed upon by Bear Xxxxxxx, the Option Share Sellers and the Company. The time and date of such delivery and payment are herein called the "Additional Closing Date". Delivery of Option Shares with respect to which the Option is exercised shall be made to or upon the order of Bear Xxxxxxx, for the respective accounts of the several Underwriters, against payment to Xx Xxxx, in his capacity as Trustee of the Trust and as the Attorney-in-Fact for Xxxxx Xxxx and Xxxxxxx X. Xxxxx, for the respective accounts of the Option Share Sellers, of the aggregate Purchase Price therefor, by wire transfer of same day funds to the account designated by the Attorney-in-Fact as provided in paragraph (a)(ii) of this Section 3. (iii) Certificates for the Option Shares purchased by the Underwriters, when so delivered, shall be registered in such name or names and in such authorized denominations as Bear Xxxxxxx shall have requested in the notice of exercise of the Option, provided that, if so specified by Bear Xxxxxxx, such Option Shares may be represented by a global certificate registered in the name of Cede. Bear Xxxxxxx will be permitted to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date, unless the Option Shares are to be represented by a global certificate.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several UnderwritersUnderwriters the Firm Shares, and each of the Underwriters, severally and not jointly, agree agrees to purchase from the Selling Shareholders, at a purchase price of $___________ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters such Underwriter's name in Schedule I hereto. The number of Underwriters agree to offer the Firm Shares to the public on the terms set forth in the Final Prospectus under the caption "Underwriting." (b) The Company hereby grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share set forth above. The option granted hereby may be sold exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by each Selling Shareholder the Underwriters by the Representative giving written notice to each Underwriter shall be the Company setting forth the number which bears the same proportion to the total number of Firm Option Shares to be sold by purchased and the date and time for delivery of and payment for such Selling ShareholderOption Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), as the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than four full business days after the date of such notice. The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in Schedule II hereto, as such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite the such Underwriter's name of such Underwriter in Schedule I bears hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any purchase fractional shares as you in your sole discretion Option Shares. (c) The Company shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall not be obligated to deliver any of the Shares to be delivered on the First Closing Date or on the Option Closing Date, as the case may be, except upon payment for all of the Shares then to be purchased on such Closing Date, as provided herein. (d) Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or as hereinafter provided. Delivery on behalf of certificates and the Company to the Representative for the account of each Underwriter against payment by each such Underwriter or on its behalf of the purchase price for therefor by wire transfer of federal or other immediately available funds to the Firm Shares shall be made order of the Company at an account previously designated by the Company, at the offices of Bearthe Representative, Steaxxx & Xo. Inc., 245 Xxxx 330 Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time place as shall may be agreed upon by you the Representative and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the Firm, at 10:00 A.M.,

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase, at a price of $154.00 per share, the Firm 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 electronic delivery thereof of the Firm Shares to the account of the Underwriter 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 DTC, New York, New York at 10:00 a.m., New York time, on October 3, 2007 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 Selling Shareholders agree to sell Company hereby grants an option to the several Underwriters, and the Underwriters, severally and not jointly, agree Underwriter to purchase from the Selling ShareholdersOption Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, at $___________ per share, to the Company setting forth the number of Firm Option Shares set forth opposite as to which you are exercising the respective names of option and the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date at which such Shares are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall to be agreed upon by you and the Companydelivered. The time and date at which Option Shares are to be electronically delivered shall be determined by the Underwriter but shall not be earlier than two nor later than 10 full business days after the exercise of such delivery option, nor in any event prior to the Closing Date (such time and payment are date being herein called referred to as the "“Option Closing Date"”). Delivery The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the certificates Firm Shares by the Underwriter. 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 FirmOption Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company against electronic delivery thereof of the Option Shares to the account of the Underwriter through the facilities of DTC 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, warranties and covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, Underwriters and the Underwriterseach Underwriter agrees, severally and not jointly, agree to purchase from the Selling Shareholderspurchase, at a price of $___________ 43.50 per share, the number of Firm Shares set forth opposite the respective names name of the Underwriters each Underwriter in Schedule I hereto. The number of hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be hereunder, less the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares underwriting fee set forth opposite the name of such each Underwriter in Schedule I bears to the total number of Firm Shares hereof, is to be sold made in Federal (same day) funds to an account designated by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any Company against electronic delivery thereof of the Firm Shares hereunder unless to the accounts of the Underwriters purchase all through the facilities of The Depository Trust Company (“DTC”) in New York, New York, in accordance with the Firm Shares hereunderinstructions from the Underwriters. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon Such payment for all of the Shares then and delivery are to be purchased hereunder or as hereinafter provided. Delivery made through the facilities of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of BearDTC, Steaxxx & Xo. Inc.New York, 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made New York at 10:00 A.M.a.m., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)November 18, 2008 or at such other time and date not later than five business days thereafter as shall be agreed upon by you and the CompanyCompany 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 Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, to the Company setting forth the number of Option Shares as to which you are exercising the option and the time and date at which such Shares are to be delivered. The time and date at which Option Shares are to be electronically delivered shall be determined by the Underwriters but shall not be earlier than two nor later than 10 full business days after the exercise of such delivery option, nor in any event prior to the Closing Date (such time and payment are date being herein called referred to as the "“Option Closing Date"”). Delivery The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the certificates Firm Shares by 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 FirmOption Shares, less the underwriting fee applicable to the Option Shares set forth in Schedule I hereto, shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Company against electronic delivery thereof of the Option Shares to the accounts of the Underwriters through the facilities of DTC in New York, New York, in accordance with the instructions from the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties, covenants warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Selling Shareholders, at Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.__ __] per share, the number less an underwriting discount of Firm Shares set forth opposite the respective names $[_.___] per share). (b) The First Closing Date. Delivery of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold purchased by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates Underwriter and payment of the purchase price for the Firm Shares therefor shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.9:00 a.m., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless [___], 2005 or such other time and date are postponed in accordance with as the provisions of Section 9 hereof), or at such other time as Underwriter shall be agreed upon designate by you and notice to the Company. The Company (the time and date of such delivery and payment for the Firm Shares are herein called the "“First Closing Date"”). Delivery The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. (c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase from the Company at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each such notice shall set forth (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the FirmOverallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, and the Underwriterseach such Underwriter agrees, severally and not jointly, agree to purchase from the Selling Shareholders, Company at a purchase price of $___________ 24.2125 per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number hereto. (b) Delivery of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon and payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at through the offices facilities of Bearthe Depository Trust Company, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 December 23, 1998 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time date or place as shall be agreed upon determined by you agreement between the Underwriters and the Company. The This date and time and date of such delivery and payment are herein called sometimes referred to as the "Closing Date"." On the Closing Date, the Company shall deliver or cause to be delivered certificates representing the Shares to the Underwriters against payment to or upon the order of the Company of the purchase price by wire transfer in same day funds. Delivery Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. Upon delivery, the Shares shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the FirmShares, the Company shall make the certificates representing the Shares available for inspection by the Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $0.94, the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) The closing of the issuance of the Firm Shares shall be held at the office of White & Case LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on February 16, 2021, or such other time and date as the Representative and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Firm Shares to the Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 3,750,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the Selling Shareholders agree option as to sell to all or any portion of the several UnderwritersAdditional Shares, and the Underwriterseach Underwriter, acting severally and not jointly, agree agrees to purchase from the Selling Shareholders, at $___________ per share, Company the number of Firm Additional Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which that bears the same proportion to of the total number of Firm Additional Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 8 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Selling ShareholdersCompany shall be, subject as nearly as practicable, in the same proportion as the maximum number of Additional Shares to such adjustments be sold by the Company and the number of Additional Shares to eliminate any fractional shares as you in your sole discretion shall make. be sold. (d) The Selling Shareholders will have no obligation to sell to the Underwriters any closing of the Firm Shares hereunder unless the Underwriters purchase all issuance of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Additional Shares shall be made held at the offices office of BearUnderwriters’ Counsel, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or at such other location place as may be mutually acceptable. Such delivery and payment shall be made agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)any Additional Closing Date, or at such other time as shall be agreed upon by you the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The time Additional Shares shall be registered in such name or names and date of shall be in such delivery and payment are herein called denominations as the "Representative may request in writing not later than the business day immediately prior to the Closing Date". Delivery of the certificates for the Firm.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, at a price of $3.854 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York City time, on the third 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 Selling Shareholders agree Company hereby grants an option to sell the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time and from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, and to the Underwriters, severally and not jointly, agree to purchase from the Selling Shareholders, at $___________ per share, Company setting forth the number of Firm Option Shares set forth opposite as to which the respective names several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the Underwriters in Schedule I heretooption 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 Firm Option Shares to be sold purchased by each Selling Shareholder to each Underwriter shall be the number which bears in the same proportion to the total number of Firm Option Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, being purchased as the number of Firm Shares set forth opposite the name of being purchased by such Underwriter in Schedule I bears to the total number of Firm Shares to be sold Shares, adjusted by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall makesuch manner as to avoid fractional shares. The Selling Shareholders will have no obligation to sell option with respect to the Underwriters any Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares hereunder unless by the Underwriters purchase all Underwriters. You, as Representative of the Firm Shares hereunderseveral Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. None of To the Selling Shareholders shall be obligated to deliver any of extent, if any, that the Shares except upon option is exercised, payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Option Shares shall be made at on the offices Option Closing Date in Federal (same day funds) through the facilities of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.The Depository Trust Company in New York, New York time, on drawn to the fourth full business day following the determination order of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the Firm.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Selling Shareholders agree Company agrees to issue and sell 2,500,000 of the Firm Shares to the several Underwriters, Underwriter and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Selling ShareholdersCompany, at a purchase price per share of $___________ per share5.06, the number of Firm Shares set forth opposite the respective names name of the Underwriters Underwriter in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any . (b) Delivery of the Firm Shares hereunder unless to the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders Underwriter shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and made, against payment of the purchase price for the Firm Shares shall be made therefor, at the offices of BearVxxxxx & Exxxxx L.L.P., Steaxxx & Xo. Inc.600 Xxxxx Xxxxxx, 245 Xxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.a.m., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)February 8, 2004, or at such other time as shall be agreed upon by you the Underwriter and the Company. The time and date of such delivery and payment are herein called the "“Closing Date".” On the Closing Date, one or more Firm Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriter (the “Global Shares”) shall be delivered by the Company to the Underwriter, against payment by the Underwriter of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to the Underwriter of the information required to effect such wire transfer. The Global Shares shall be made available to the Underwriter for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company hereby grants to the Underwriter the option to purchase up to 375,000 Additional Shares at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriter. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice to the Company from the Underwriter. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriter, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to the Underwriter shall be up to the Additional Share amount in the sole discretion of the Underwriter. Delivery of the certificates Additional Shares to the Underwriter shall be made, against payment of the purchase price therefor, at the offices of Vxxxxx & Exxxxx L.L.P., 600 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Additional Shares sold to the Underwriters (the “Additional Global Shares”) shall be delivered by the Company to the Underwriter, against payment by the Underwriters of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to the Underwriter of the information required to effect such wire transfer. The Additional Global Shares shall be made available to the Underwriter for inspection not later than 9:30 a.m. on the Firmbusiness day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, each Underwriter and the Underwriterseach Underwriter, severally and not jointly, agree agrees to purchase from the Selling ShareholdersCompany, at a purchase price per share of $___________ per share[ ], the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representative through the facilities of The Depository Trust Company for the respective names accounts of the several Underwriters at 10:00 A.M., New York City time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) the fourth business day after the determination of the public offering price of the Shares or such other time not later than ten business days after such date as shall be agreed upon by the Lead Manager and the Company (such time and date of payment and delivery being herein called the “Closing Date”). Certificates for the Firm Shares shall be registered in Schedule I heretosuch name or names and shall be in such denominations as the Lead Manager may request at least two business days before the Closing Date. The number Company and the Custodian will permit the Lead Manager to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Stockholder hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to [ ] Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 3(a), for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Lead Manager to the Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Lead Manager, when the Additional Shares are to be sold by delivered (any such date and time being herein referred to as the “Additional Closing Date”, except as otherwise provided herein); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 or 11 hereof). The Company and the Custodian, on behalf of the Selling Stockholder shall permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. If the option is exercised as to all or any portion of the Additional Shares, each Selling Shareholder to each Underwriter shall be the number which bears the same Underwriter, acting severally and not jointly, will purchase that proportion to of the total number of Firm Additional Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as then being purchased which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to be sold by the Selling Shareholderspurchase hereunder, subject subject, however, to such adjustments to eliminate any fractional shares as you the Lead Manager in your its sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment . (d) Payment of the purchase price for the Firm Additional Shares to be sold by the Selling Stockholder shall be made by wire transfer in Federal (same day) funds to the Selling Stockholder or the Custodian upon delivery of the certificates for the Additional Shares to the Representative through the facilities of The Depository Trust Company for the respective accounts of the Underwriters at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Lead Manager, the Company and the Selling Stockholder. Certificates for Additional Shares shall be made registered in such name or names and shall be in such denominations as the Lead Manager may request at least two business days prior to the offices Additional Closing Date. The Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of Bearthe Additional Shares to be sold by the Selling Stockholder to the several Underwriters, Steaxxx & Xoor otherwise in connection with the performance of the Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to the Selling Stockholder hereunder and to hold such amounts for the account of the Selling Stockholder with the Custodian under the Custody Agreement and Power of Attorney. Inc.The Company and the Custodian will permit the Lead Manager to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) Deliveries of the documents described in Section 7 hereof with respect to the purchase of Firm Shares or Additional Shares, 245 Xxxx Xxxxxxas the case may be, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York City time, on at the fourth full business day following the determination office of the purchase price pursuant to this Section 2 Simpson, Thacher & Xxxxxxxx LLP (unless such time and date are postponed in accordance with the provisions of Section 9 hereof“Underwriters’ Counsel”), or at such other place and time as shall be agreed upon by you the Lead Manager, the Company and the Company. The time and date of such delivery and payment are herein called Selling Stockholder, on the "Closing Date or the Additional Closing Date". Delivery of , as the certificates for the Firmcase may be.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Primary Firm Shares upon the terms herein set forth. Each of the Selling Stockholders severally, and not jointly, agrees to sell to the Underwriter the Secondary Shares set forth with respect to such Selling Stockholder on Exhibit A hereto upon the terms herein set forth. On the basis of the representations, warranties, covenants warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company and the Selling Shareholders, at $___________ Stockholders all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company and the Selling Stockholders shall be $ per share (representing a public offering price of $ per share, the number less an underwriting discount of Firm Shares set forth opposite the respective names $ per share). (b) The First Closing Date. Delivery of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold purchased by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates Underwriter and payment of the purchase price for the Firm Shares therefor shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.9:00 a.m., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless ___, 2006 or such other time and date are postponed in accordance with as the provisions of Section 9 hereof), or at such other time as Underwriter shall be agreed upon designate by you notice to the Company and the Company. The Selling Stockholders (the time and date of such delivery and payment for the Firm Shares are herein called the "“First Closing Date"”). Delivery The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented prospectus. (c) The Option Closing Date. In addition, on the basis of the certificates representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase from the Company, at the purchase price per share to be paid by the Underwriter for the FirmFirm Shares, the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each such notice shall set forth the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option and the time, date and place at which the Overallotment Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Shares. The Underwriter hereby advises the Company and the Selling Stockholders that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.

Purchase, Sale and Delivery of the Shares. (i) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Selling Shareholders, at $___________ per shareCompany, the number of Firm Shares set forth opposite the respective names of the Underwriters in Column (1) of Schedule I heretohereto at a purchase price of $14.50 per share of Common Stock. The number delivery of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of BearStroock & Stroock & Lavan LLP, Steaxxx & Xo. Inc.180 Maiden Lane, 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.New York, New York time10038 at 9:00 a.x. xx May 20, on 0000, xx xx xxxx xxxxx xxxxx, xxxx xx date as the fourth full business day following Representative and the determination of Company may agree upon or as the purchase price pursuant to this Section 2 (unless Representative may determine, such time and date are postponed of delivery against payment being herein referred to as the "Closing Date." (b) In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, which may be exercised in accordance whole or in part from time to time during the 30-day period following the date of this Agreement, to purchase up to an aggregate of 750,000 shares of Common Stock (the "Option Shares") from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the provisions sale and distribution of Section 9 hereof), or at such other the Firm Shares. The option granted hereunder may be exercised from time as shall be agreed to time upon notice by you and the Representative to the Company. The time and date of delivery of Option Shares, if subsequent to the Closing Date, shall be called an "Option Closing Date" (each such delivery and payment are herein called date, the "Option Closing Date") and shall be determined by the Representative and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. Delivery The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) Payment for the Firm Shares shall be made at the Closing Date (and, if applicable, payment for the Option Shares shall be made at the Option Closing Date) by wire transfer in immediately available-funds to the order of the certificates Company. The Company shall deliver, or cause to be delivered a credit representing the Firm Shares or the Option Shares, as the case may be, to an account or accounts at The Depository Trust Company as designated by the Underwriters for the Firmaccounts of the Underwriters, at the Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereof. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (d) Not later than 12:00 noon on the first business day following the date of this Agreement, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places, as the Underwriters shall request.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Selling ShareholdersCompany, at a purchase price of $[___________ ] per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The hereto plus any additional number of Firm Shares which such Underwriter may become obligated to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion purchase pursuant to the total number provisions of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment Section 9 hereof. (b) Payment of the purchase price for for, and delivery of certificates for, the Firm Shares shall be made at the offices office of BearXxxxxx & Xxxxxxx, Steaxxx & Xo. Inc.000 Xxxxx Xxxxxx, 245 Xxxx XxxxxxXxxxx 0000, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, xx or at such other location place as may be mutually acceptable. Such delivery and payment shall be made agreed upon by the Underwriters and the Company, at 10:00 A.M.A.M. on January [_], New York time, on 2000 (unless postponed in accordance with the fourth full business day following provisions of Section 9 hereof) after the determination of the public offering price of the Firm Shares, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing ------- Date"). Payment shall be made to the Company by wire transfer in same day funds, ---- against delivery to the Underwriters of certificates for the Shares to be purchased by them. Certificates for the Firm Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days hours prior to the Closing Date. The Company will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 300,000 Additional Shares at the same purchase price pursuant per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2 2, for the sole purpose of covering over- allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, ----------------------- however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (d) The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares being purchased from the Company, subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. (e) Payment for the Additional Shares shall be made by wire transfer in same day funds each payable to the order of the Company at the office of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000, or at such other time location as shall may be agreed mutually acceptable, upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the FirmAdditional Shares to the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties, covenants warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Selling Shareholders, at Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $___________ 22.85 per share (representing a public offering price of $24.25 per share, the number less an underwriting discount of Firm Shares set forth opposite the respective names $1.40 per share). (b) The First Closing Date. Delivery of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold purchased by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates Underwriter and payment of the purchase price for the Firm Shares therefor shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.9:00 a.m., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless February 16, 2005 or such other time and date are postponed in accordance with as the provisions of Section 9 hereof), or at such other time as Underwriter shall be agreed upon designate by you and notice to the Company. The Company (the time and date of such delivery and payment for the Firm Shares are herein called the "“First Closing Date"”). Delivery The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. (c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase from the Company at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each such notice shall set forth (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the FirmOverallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, Underwriter and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Selling ShareholdersCompany 9,668,063 Shares at a purchase price per share of $31.03. (b) Payment of the purchase price for, and delivery of certificates representing, the Shares shall be made at the office of Xxxxxx & Xxxxxxx XXX, Washington, D.C. (“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Underwriter and the Company, at $___________ per share10:00 A.M., New York City time, on the number of Firm Shares set forth opposite third or (as permitted under Rule 15c6-1 under the respective names Exchange Act) fourth business day following the date of the Underwriters in Schedule I hereto. The number determination of Firm Shares to be sold by each Selling Shareholder to each Underwriter the public offering price, or such other time not later than ten business days after such date as shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold agreed upon by the Selling Shareholders, subject to Underwriter and the Company (such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to time and date of payment and delivery being herein called the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment “Closing Date”). (c) Payment of the purchase price for the Firm Shares shall be made at by wire transfer in same day funds to the offices Company upon delivery of Bear, Steaxxx & Xocertificates for the Shares to the Underwriter through the facilities of The Depository Trust Company for the account of the Underwriter. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment Certificates for the Shares shall be made registered in such name or names and shall be in such denominations as the Underwriter may request at 10:00 A.M., New York time, on least two business days before the fourth Closing Date. The Company will permit the Underwriter to examine and package such certificates for delivery at least one full business day following prior to the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the Firm.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $1.79, the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) The closing of the issuance of the Firm Shares shall be held at the office of White & Case LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on April 1, 2019, or such other time and date as the Representative and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the accounts specified by the Company upon delivery of the Firm Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,578,975 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the Selling Shareholders agree option as to sell to all or any portion of the several UnderwritersAdditional Shares, and the Underwriterseach Underwriter, acting severally and not jointly, agree agrees to purchase from the Selling Shareholders, at $___________ per share, Company the number of Firm Additional Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which that bears the same proportion to of the total number of Firm Additional Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Selling ShareholdersCompany shall be, subject as nearly as practicable, in the same proportion as the maximum number of Additional Shares to such adjustments be sold by the Company and the number of Additional Shares to eliminate any fractional shares as you in your sole discretion shall make. be sold. (d) The Selling Shareholders will have no obligation to sell to the Underwriters any closing of the Firm Shares hereunder unless the Underwriters purchase all issuance of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Additional Shares shall be made held at the offices office of BearUnderwriters’ Counsel, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or at such other location place as may be mutually acceptable. Such delivery and payment shall be made agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)any Additional Closing Date, or at such other time as shall be agreed upon by you the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The time Additional Shares shall be registered in such name or names and date of shall be in such delivery and payment are herein called denominations as the "Representative may request in writing not later than the business day immediately prior to the Closing Date". Delivery of the certificates for the Firm.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Primary Firm Shares upon the terms herein set forth. Each of the Selling Stockholders severally, and not jointly, agrees to sell to the Underwriter the Secondary Shares set forth with respect to such Selling Stockholder on Exhibit A hereto upon the terms herein set forth. On the basis of the representations, warranties, covenants warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company and the Selling Shareholders, at Stockholders all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company and the Selling Stockholders shall be $___________ 16.49375 per share (representing a public offering price of $17.50 per share, the number less an underwriting discount of Firm Shares set forth opposite the respective names $1.00625 per share). (b) The First Closing Date. Delivery of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold purchased by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates Underwriter and payment of the purchase price for the Firm Shares therefor shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.9:00 a.m., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless March 8, 2006 or such other time and date are postponed in accordance with as the provisions of Section 9 hereof), or at such other time as Underwriter shall be agreed upon designate by you notice to the Company and the Company. The Selling Stockholders (the time and date of such delivery and payment for the Firm Shares are herein called the "“First Closing Date"”). Delivery The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented prospectus. (c) The Option Closing Date. In addition, on the basis of the certificates representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase from the Company, at the purchase price per share to be paid by the Underwriter for the FirmFirm Shares, the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each such notice shall set forth the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option and the time, date and place at which the Overallotment Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Shares. The Underwriter hereby advises the Company and the Selling Stockholders that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.

Purchase, Sale and Delivery of the Shares. (i) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Selling Shareholders, at $___________ per shareCompany, the number of Firm Shares set forth opposite the respective names of the Underwriters in Column (1) of Schedule I heretohereto at a purchase price of $13.92 per share of Common Stock. The number delivery of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of BearStroock & Stroock & Lavan LLP, Steaxxx & Xo. Inc.180 Maiden Lane, 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.New York, New York time10038 at 9:00 a.x. xx May 20, on 0000, xx xx xxxx xxxxx xxxxx, xxxx xx date as the fourth full business day following Representative and the determination of Company may agree upon or as the purchase price pursuant to this Section 2 (unless Representative may determine, such time and date are postponed of delivery against payment being herein referred to as the "Closing Date." (b) In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, which may be exercised in accordance whole or in part from time to time during the 30-day period following the date of this Agreement, to purchase up to an aggregate of 750,000 shares of Common Stock (the "Option Shares") from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the provisions sale and distribution of Section 9 hereof), or at such other the Firm Shares. The option granted hereunder may be exercised from time as shall be agreed to time upon notice by you and the Representative to the Company. The time and date of delivery of Option Shares, if subsequent to the Closing Date, shall be called an "Option Closing Date" (each such delivery and payment are herein called date, the "Option Closing Date") and shall be determined by the Representative and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. Delivery The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) Payment for the Firm Shares shall be made at the Closing Date (and, if applicable, payment for the Option Shares shall be made at the Option Closing Date) by wire transfer in immediately available-funds to the order of the certificates Company. The Company shall deliver, or cause to be delivered a credit representing the Firm Shares or the Option Shares, as the case may be, to an account or accounts at The Depository Trust Company as designated by the Underwriters for the Firmaccounts of the Underwriters, at the Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereof. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (d) Not later than 12:00 noon on the first business day following the date of this Agreement, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places, as the Underwriters shall request.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree (a) The Company agrees to sell 7,000,000 Firm Shares to the several Underwriters, and each of the Underwriters, severally and not jointly, agree on the basis of the representations and warranties contained in, and subject to the terms and conditions of this Agreement, agrees to purchase from the Selling Shareholders, at $___________ per share, the number of Firm Shares set forth opposite the that Underwriter’s name in Schedule A hereto at a price equal to $21.85 per share. The respective names purchase obligations of the Underwriters in Schedule I heretowith respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. (b) In addition, the Company grants to the Underwriters an option to purchase up to 1,050,000 additional Option Shares at a price equal to $21.85 per share less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The Each Underwriter shall have the option to purchase, severally and not jointly, and on the basis of the representations and warranties contained in, and subject to the terms and conditions of this Agreement, the number of Firm Option Shares (subject to be sold by each Selling Shareholder such adjustments to each Underwriter shall be eliminate fractional shares as the number which Representatives may determine) that bears the same proportion to the total number of Firm Option Shares to be sold by on such Selling Shareholder, Delivery Date (as specified in Schedule II hereto, defined below) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Shares. (c) Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York City time, on the fourth second full business day following the determination date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Shares shall be made to SunTrust Xxxxxxxx Xxxxxxxx, Inc. (“SunTrust”) for the account of each Underwriter against payment by the several Underwriters through SunTrust and of the respective aggregate purchase prices of the Firm Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Section 2 Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Shares through the facilities of DTC. (unless d) The option granted in clause (b) above will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in clause (b) above will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time, as determined by the Representatives, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the Option Shares are delivered is sometimes referred to as an “Option Share Delivery Date,” and the Initial Delivery Date and any Option Share Delivery Date are sometimes each referred to as a “Delivery Date.” (e) Delivery of the Option Shares by the Company and payment for the Option Shares by the several Underwriters through SunTrust shall be made at 10:00 A.M., New York City time, on the date are postponed specified in accordance with the provisions of Section 9 hereof), corresponding notice described in the preceding paragraph or at such other time date or place as shall be agreed upon determined by you agreement between the Representatives and the Company. The On the Option Share Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to SunTrust for the account of each Underwriter against payment by the several Underwriters through SunTrust and of the respective aggregate purchase prices of the Option Shares being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and date of such delivery and payment are herein called the "Closing Date". Delivery place specified pursuant to this Agreement is a further condition of the certificates for obligation of each Underwriter hereunder. The Company shall deliver the FirmOption Shares through the facilities of DTC.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Selling Shareholders agree Company agrees to sell to the several Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agree to purchase from the Selling ShareholdersCompany, at a purchase price of $___________ 18.1925 per share, the respective number of shares of Firm Shares Securities set forth opposite the respective names of the Underwriters in Schedule I A hereto. The number Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of Firm Shares the several Underwriters in a form reasonably acceptable to be sold the Representatives against payment of the purchase price by each Selling Shareholder the Underwriters in Federal (same day) funds by wire transfer to each Underwriter an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, Xxx Xxxx XX 00000, at 10:00 a.m., New York time, on May 21, 2010, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Shares sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number which bears of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of shares of Firm Shares Securities set forth opposite the such Underwriter’s name of such Underwriter in Schedule I bears to the total number of shares of Firm Shares Securities (subject to be sold adjustment by the Selling Shareholders, subject to such adjustments Representatives to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to fractions) and may be purchased by the Underwriters any only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares hereunder Securities. No Optional Securities shall be sold or delivered unless the Underwriters Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase all the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be no later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Firm Shares hereunder. None of several Underwriters in a form reasonably acceptable to the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and Representatives against payment of the purchase price for therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Firm Shares shall Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the offices above office of BearSkadden, Steaxxx Arps, Slate, Xxxxxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made LLP at 10:00 A.M., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such a reasonable time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date advance of such delivery and payment are herein called the "Optional Closing Date". Delivery of the certificates for the Firm.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Selling Shareholders agree Company agrees to issue and sell 2,000,000 of the Firm Shares to the several Underwriters, Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Selling ShareholdersCompany, at $___________ a purchase price per shareshare of $ , the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The hereto plus any additional number of Firm Shares which such Underwriter may become obligated to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion purchase pursuant to the total number provisions of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any Section 9 hereof. (b) Delivery of the Firm Shares hereunder unless to the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and made, against payment of the purchase price for the Firm Shares shall be made therefor, at the offices of BearXxxxxx & Xxxxxx, Steaxxx & Xo. Inc.L.L.P., 245 Xxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.a.m., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)January , 2004, or at such other time as shall be agreed upon by you the Underwriters and the Company. The time and date of such delivery and payment are herein called the "“Closing Date".” On the Closing Date, one or more Firm Shares in definitive global form, registered in the name of Cede & Co., as nominee of The Depositary Trust Company, New York, New York (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the “Global Shares”) shall be delivered by the Company to Ladenburg Xxxxxxxx & Co. (“Ladenburg”), as agent for the Underwriters, against payment by the Underwriters of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to Ladenburg of the information required to effect such wire transfer. The Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 300,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice to the Company from Ladenburg on behalf of the Underwriters. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Ladenburg on behalf of the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 2,000,000 subject, however, to such adjustments to eliminate any fractional shares as Ladenburg on behalf of the Underwriters in its sole discretion shall make. Delivery of the certificates Additional Shares to the Underwriters shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the “Additional Global Shares”) shall be delivered by the Company to Ladenburg, as agent for the FirmUnderwriters, against payment by the Underwriters of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days’ prior written notice to Ladenburg of the information required to effect such wire transfer. The Additional Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company hereby agrees to sell the Firm Shares to the several Underwriters, and the Underwriterseach Underwriter, severally and not jointly, agree agrees to purchase from the Selling Shareholdersnumber of Firm Shares set opposite that Underwriter's name in Schedule I hereto, at $$ ___________ per share, the number of Firm Shares set forth opposite the . The respective names purchase obligations of the Underwriters in Schedule I hereto. The number of with respect to the Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be rounded among the number which bears the same proportion Underwriters to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II heretoavoid fractional shares, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter providedRepresentatives may determine. Delivery of certificates certificates, and payment of the purchase price price, for the Firm Shares shall be made at the offices of Bear, Steaxxx Xxxxxxx & Xo. Co. Inc., 245 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M.a.m., New York time, on the fourth third full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third business day after the determination of the initial public offering price of the Shares or the fourth business day after the determination of the initial public offering price of the shares if such determination is made after 4:30 p.m. E.S.T.), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". ." Delivery of the certificates for the FirmFirm Shares shall be made to you for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares to the order of the Company by certified or official bank checks payable in New York Clearing House funds. Certificates for the Firm Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) In addition, the Company hereby grants to the several Underwriters the option to purchase up to 648,750 Additional Shares at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the several Underwriters. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the effective date of the Registration Statement, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same relationship to the aggregate number of Additional Shares being purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof), bears to the aggregate number of Firm Shares being purchased hereby, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by certified or official bank check, in New York Clearing House funds, payable to the order of the Company at the offices of Bear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, each Underwriter and the Underwriterseach Underwriter, severally and not jointly, agree agrees to purchase from the Selling ShareholdersCompany, at $___________ per sharethe purchase price set forth in Annex IV hereto, the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. As compensation for the services rendered to the Company by the Underwriters in respect of the Offering, the Company will pay to the Underwriters a fee for Shares sold to the Underwriters under this Agreement as set forth in Annex IV hereto, payable on the Closing Date (as defined below), which may be netted against payment from the Underwriters to the Company for the Firm Shares. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of Grxxxxx X. Xxx, A Law Corporation, or at such other place as shall be agreed upon by the Representative and the Company, at 8:00 A.M., New York City time, on June [●], 2012, or such other time and date as the Representative and the Company may agree upon in writing but not later than 42 days after the date hereof (such time and date of payment and delivery being herein called the "Closing Date"). Delivery of the Firm Shares shall be made to the Representative through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against payment of the purchase price for the Firm Shares by wire transfer in same day funds to or as directed in writing by the Company. Certificates for the Firm Shares, if applicable, shall be registered in such name or names and shall be in such denominations as the Representative may request. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to [●] Additional Shares (which, for greater certainty, shall not be a greater number of Additional Shares than the over-allocation position (as defined in National Instrument 41-101 – General Prospectus Requirements) of the Underwriters on the Closing Date), at the same purchase price per share to be paid by the Underwriters for the Firm Shares and at the same fee per share to be received by the Underwriters as set forth in Schedule I hereto. The number Section 2(a) above, for the sole purpose of covering over-allotments as of the Closing Date in connection with the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the Closing Date, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be sold by delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. Upon any exercise of the option as to all or any portion of the Additional Shares, each Selling Shareholder Underwriter, acting severally and not jointly, agrees to each Underwriter shall be purchase from the Company the number which of Additional Shares that bears the same proportion to of the total number of Firm Additional Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to be sold by the Selling Shareholderspurchase hereunder, subject subject, however, to such adjustments to eliminate any fractional shares as you the Representative in your its sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment . (d) Payment of the purchase price for for, and delivery of certificates representing, the Firm Additional Shares shall be made at the offices of BearGrxxxxx X. Xxx, Steaxxx & Xo. Inc.A Law Corporation, 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or at such other location place as may be mutually acceptable. Such delivery and payment shall be made agreed upon by the Representative and the Company, at 10:00 8:00 A.M., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)Additional Closing Date, or at such other time as shall be agreed upon by you the Representative and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates Additional Shares shall be made to the Representative through the facilities of The Depository Trust Company for the Firmrespective accounts of the several Underwriters against payment of the purchase price for the Additional Shares by wire transfer in same day funds to or as directed in writing by the Company. Certificates for the Additional Shares, if applicable, shall be registered in such name or names and shall be in such denominations as the Representative may request. (e) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares and fee with respect to the Shares) were negotiated at arm's length between sophisticated parties represented by counsel; (ii) the Underwriters' obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety; and (iii) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several UnderwritersUnderwriter, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Selling ShareholdersCompany, at a purchase price per share of $___________ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment Shares. (b) Payment of the purchase price for for, and delivery of certificates for, the Firm Shares shall be made at a closing held at the offices of BearFriedman, Steaxxx Billings, Xxxxxx & Xo. Company, Inc., 245 Xxxx XxxxxxPotomac Tower, Xxx Xxxx0000 00xx Xxxxxx Xxxxx, Xxx Xxxx 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time place as shall be agreed upon by you and the Company. The , at 10:00 A.M. on the third business day following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third business day after the determination of the initial public offering price of the Shares), or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of such payment and delivery and payment are being herein called the "Closing Date"). Delivery Payment shall be made to the Company by wire transfer in federal (same-day) funds, against delivery to you of certificates for the Shares to be purchased by them. Certificates for the Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriter the option to purchase up to 150,000 Additional Shares at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriter. This option may be exercised at any ime, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. Payment for the Additional Shares shall be made by wire transfer of federal (same-day) funds at a closing held at the offices of Friedman, Billings, Xxxxxx & Company, Inc., Potomac Tower, 0000 00xx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or such other location as may be mutually acceptable, upon delivery of the certificates for the FirmAdditional Shares.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, but and subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, Underwriter and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Selling Shareholderspurchase, at a price of $___________ 3.65 per shareshare (the “Purchase Price”), the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. Shares. (b) The number of Firm Shares to be sold purchased by each Selling Shareholder the Underwriter hereunder will be represented by certificates which will be deposited by or on behalf of the Company with DTC or its designated custodian. The Company will deliver the Shares to each Underwriter shall be you for your account, against payment by or on behalf of you of the number which bears the same proportion Purchase Price therefor by wire transfer of Federal (same-day) funds to the total number of Firm account specified by the Company to you at least forty-eight hours in advance, by causing DTC to credit the Shares to your account at DTC. The Company will cause the Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears made available to you for checking at least twenty-four hours prior to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares Closing Date (as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made defined below) at the offices office of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York time, on DTC or its designated custodian (the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof“Designated Office”), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called shall be 10:00 a.m., New York City time, on September 15, 2005 or such other time and date as the "Underwriter and the Company may agree upon in writing (the “Closing Date". Delivery ”). (c) The documents to be delivered at the Closing Date by or on behalf of the certificates parties hereto pursuant to Section 6 hereof, including the cross-receipt for the FirmShares and any additional documents requested by the Underwriter pursuant to Section 6(l) hereof, will be delivered at the offices of Wxxxxxx Xxxx & Gxxxxxxxx LLP, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at the Closing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time, on the Business Day next preceding the Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. (d) The Company acknowledges and agrees that the Underwriter, in providing investment banking services to the Company in connection with the offering of the Shares, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor on an arm’s length basis and not as a fiduciary and the Company does not intend the Underwriter to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Agreement and the Underwriter shall have no responsibility or liability with respect to such investigation and appraisal.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriters the Primary Firm Shares upon the terms herein set forth. The Selling Stockholder agrees to sell to the Underwriters the Secondary Firm Shares upon the terms herein set forth. On the basis of the representations, warranties, covenants warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Primary Firm Shares set forth opposite its name on Exhibit A hereto and to purchase from the Selling Stockholder the number of Secondary Firm Shares set forth opposite its name on Exhibit A hereto. The purchase price per Firm Share to be paid by the Underwriters to the Company and the Selling Stockholder shall be [$ ] per share (representing a public offering price of [$ ] per share, less an underwriting discount of [$ ] per share). (b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at 9:00 a.m., New York City time, on [ , 2007] or such other time and date as the Underwriters shall designate by notice to the Company and the Selling Stockholder (the time and date of such delivery for the Firm Shares are called the "First Closing Date"). The Company and the Selling Stockholder hereby acknowledge that circumstances under which the Underwriters may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriters to recirculate to the public copies of an amended or supplemented prospectus. (c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms and but subject to the conditions herein set forth, the Selling Shareholders agree to sell to the several Underwriters, Company and the UnderwritersSelling Stockholder hereby, severally and not jointly, agree grant an option to the Underwriters to purchase from the Company and the Selling ShareholdersStockholder, at $___________ the purchase price per shareshare to be paid by the Underwriters for the Firm Shares, the Primary Overallotment Shares and the Secondary Overallotment Shares, respectively. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriters to the Company and the Selling Stockholder, which notice may be given at any time within 30 days from the date of this Agreement. Each such notice shall set forth the aggregate number of Overallotment Shares as to which the Underwriters are exercising the option and the time, date and place at which the Overallotment Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to the First Closing Date, is called an "Option Closing Date" and shall be determined by the Underwriters and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Selling Stockholder. Unless otherwise agreed in writing by the Company, the Selling Stockholder and the Underwriters, the option set forth above shall, upon each exercise thereof, be exercised with respect to an equal number of Primary Overallotment Shares and Secondary Overallotment Shares. If the option is exercised, each Underwriter agrees, severally and not jointly, to purchase the number of Firm Overallotment Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which that bears the same proportion to the total number of Firm Overallotment Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, purchased as the number of Firm Shares set forth opposite the name of to be purchased by such Underwriter in Schedule I hereunder bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the FirmShares.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholders Shareholders, severally not jointly, in the amount set forth on Schedule II hereto, agree to sell to the several UnderwritersUnderwriters ___________ and, Firm Shares, respectively, and each of the Underwriters, severally and not jointly, agree agrees to purchase from the Selling Shareholders, at a purchase price of $___________ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters such Underwriter's name in Schedule I hereto. (b) The Company hereby grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by J.C. Xxxxxxxx & Xo., L.L.C. ("Bradford") giving written notice to the Company setting forth the number of Firm Option Shares to be sold by each Selling Shareholder purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares therein are to be sold by such Selling Shareholder, as specified used for the purpose of covering over-allotments in Schedule II hereto, as connection with the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any distribution and sale of the Firm Shares hereunder unless Shares. If such notice is given prior to the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or First Closing Date (as hereinafter provided. Delivery of certificates and payment of defined), the purchase price date set forth therein for the Firm Shares shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall not be made at 10:00 A.M., New York time, on the fourth earlier than two full business day following days thereafter or the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the FirmFirst

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Selling ShareholdersCompany, at a purchase price per Share of $___________ per share24.2125, the number of Firm Shares set forth opposite the respective names of the Underwriters in on Schedule I heretohereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the office of Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10010 ("Xxxxxxxxterx' Xxxxxxl"), xx xx xxxx xxxxx xxxxx xx xxxxx xx xxxxxx upon by you and the Company, at 10:00 A.M., New York City time, on or before June 19, 2003, or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment for the Shares shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company upon delivery of certificates for the Shares to you through the facilities of the Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you. Certificates for the Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least one business day before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 410,000 Additional Shares at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth (d) The number of Firm Additional Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion ratio to the total aggregate number of Firm Additional Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Shares to be sold by being purchased from the Selling ShareholdersCompany, subject subject, however, to such adjustments to eliminate any fractional shares as you Bear Stearns in your its sole discretion shall make. The Selling Shareholders will have no obligation . (e) Payment for txx Xxxxtional Shares shall be made to sell to or upon the Underwriters any order of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment Company of the purchase price for by wire transfer in Federal (same day) funds to the Firm Shares shall be made Company at the offices of BearUnderwriters' Counsel, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or such other location as may be mutually acceptable. Such , upon delivery and payment shall be made at 10:00 A.M., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the FirmAdditional Shares to you for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters all of the Firm Shares. On the basis of the representations, warranties, covenants warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the several Underwriters, and the UnderwritersUnderwriters agree, severally and not jointly, agree to purchase from the Selling Shareholders, at $___________ per share, Company the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the respective names several Underwriters to the Company shall be $66.975 per share. (b) Delivery of certificates for the Underwriters in Schedule I hereto. The number of Firm Shares to be sold purchased by each Selling Shareholder the Underwriters and payment therefor shall be made at the offices of Jefferies, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York time, on July 22, or such other time and date not later than 1:30 p.m. New York time, on July 22, as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). (c) In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the total number of Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, (a) each Underwriter shall be agrees, severally and not jointly, to purchase the number which of Optional Shares (subject to adjustment to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Firm Optional Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares and (b) the Company agrees to be sold by sell the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall makeOptional Shares. The Selling Shareholders will have no obligation Representative may cancel the option at any time prior to sell its expiration by giving written notice of such cancellation to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New York time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery of the certificates for the Firm.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Shareholders agree Company agrees to sell to the several Underwriters, Underwriter and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Selling ShareholdersCompany, at a purchase price per share of $___________ per share31.1558, the number of 3,000,000 Firm Shares set forth opposite the respective names Shares. (b) Payment of the Underwriters in Schedule I hereto. The number purchase price for, and delivery of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholdercertificates representing, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“Underwriter’s Counsel”), or at such other place as shall be agreed upon by the Shares except Underwriter and the Company, at 10:00 A.M., New York City time, on January 13, 2009, or such other time and date as the Underwriter and the Company may agree upon in writing (such time and date of payment for all of and delivery being herein called the Shares then to be purchased hereunder or as hereinafter provided“Closing Date”). Delivery of certificates and payment Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to or as directed in writing by the Company upon delivery of certificates for the Firm Shares to the Underwriter through the facilities of The Depository Trust Company for the account of the Underwriter. The Company will permit the Underwriter to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter the option to purchase up to 450,000 Additional Shares at the offices same purchase price per share to be paid by the Underwriter for the Firm Shares as set forth in Section 2(a) above, for the sole purpose of Bear, Steaxxx & Xocovering over-allotments in the sale of Firm Shares by the Underwriter. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as This option may be mutually acceptableexercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriter, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that unless otherwise agreed upon by the Underwriter and the Company no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. (d) Payment of the purchase price for, and delivery and payment of certificates representing, the Additional Shares shall be made at the office of Underwriter’s Counsel, or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)Additional Closing Date, or at such other time as shall be agreed upon by you the Underwriter and the Company. The time and date of such delivery and payment are herein called the "Closing Date". Delivery Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to or as directed in writing by the Company upon delivery of certificates for the FirmAdditional Shares to the Underwriter through the facilities of The Depository Trust Company for the account of the Underwriter. The Company will permit the Underwriter to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. (e) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriter has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriter has advised or is advising any such party on other matters, (iii) the Underwriter’s obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $3.948, the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) The closing of the issuance of the Firm Shares shall be held at the office of White & Case LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on September 28, 2021, or such other time and date as the Representative and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Firm Shares to the Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 750,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the Selling Shareholders agree option as to sell to all or any portion of the several UnderwritersAdditional Shares, and the Underwriterseach Underwriter, acting severally and not jointly, agree agrees to purchase from the Selling Shareholders, at $___________ per share, Company the number of Firm Additional Shares set forth opposite the respective names of the Underwriters in Schedule I hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which that bears the same proportion to of the total number of Firm Additional Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 8 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Selling ShareholdersCompany shall be, subject as nearly as practicable, in the same proportion as the maximum number of Additional Shares to such adjustments be sold by the Company and the number of Additional Shares to eliminate any fractional shares as you in your sole discretion shall make. be sold. (d) The Selling Shareholders will have no obligation to sell to the Underwriters any closing of the Firm Shares hereunder unless the Underwriters purchase all issuance of the Firm Shares hereunder. None of the Selling Shareholders shall be obligated to deliver any of the Shares except upon payment for all of the Shares then to be purchased hereunder or as hereinafter provided. Delivery of certificates and payment of the purchase price for the Firm Additional Shares shall be made held at the offices office of BearUnderwriters’ Counsel, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx or at such other location place as may be mutually acceptable. Such delivery and payment shall be made agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on the fourth full business day following the determination of the purchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)any Additional Closing Date, or at such other time as shall be agreed upon by you the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The time Additional Shares shall be registered in such name or names and date of shall be in such delivery and payment are herein called denominations as the "Representative may request in writing not later than the business day immediately prior to the Closing Date". Delivery of the certificates for the Firm.