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

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase at a price of $ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint. (b) Certificates in negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custody Agreement executed by the Selling Shareholder for delivery of all Selling Shareholder Shares. The Selling Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement are subject to the interest of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, including the Company, the Custodian or the Underwriters) or by operation of law or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Stockholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder Stockholders have been placed in custody with the Company as custodian (the "Custodian") pursuant to the a Custody Agreement (the "Custody Agreement") executed by the each Selling Shareholder Stockholder for delivery of all Shares to be sold hereunder by the Selling Shareholder SharesStockholders. The Each of the Selling Shareholder Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the such Selling Shareholder Stockholder under the Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the such Selling Shareholder Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Shareholder Stockholder hereunder shall not be terminable by any act or deed of the such Selling Shareholder Stockholder (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made by wire transfer of same-day funds to an account of the Company for the Shares to be sold by it and to an account of the Company "as Custodian" for the Shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of BT Alex. Browx Xxxorporated, 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 a.m., Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in paragraph (a) 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 given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered 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 Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares being purchased, adjusted by you in such manner as is necessary to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date by wire transfer of same-day funds to the account of the Company against delivery of certificates thereof to the Representatives for the several accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree agrees to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $[___] per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint. . (b) Certificates in negotiable form for the total number of the Option Shares to be sold hereunder by the Selling Shareholder Shareholders have been placed in custody with the Company as custodian (the "“Custodian"”) pursuant to the Custody Custodian Agreement executed by the each Selling Shareholder for delivery of all any Option Shares to be sold hereunder by the Selling Shareholder SharesShareholders. The Each of the Selling Shareholder Shareholders specifically agrees that the Firm any Option Shares represented by the certificates held in custody for the Selling Shareholder Shareholders under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Shareholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Option Shares hereunder, certificates for the Firm Options Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) 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 listed on Schedule II hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Selling Shareholders is set forth opposite their respective names on Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Attorney-in-Fact, and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by each of the Selling Shareholders listed in Schedule II hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of “Cardtronics, Inc., as Custodian” for the Option Shares to be sold by the Selling Shareholders against delivery of certificates therefor through the facilities of The Depository Trust Company, New York, New York. (e) If on the Closing Date or Option Closing Date, as the case may be, any Selling Shareholder fails to sell the Option Shares which such Selling Shareholder has agreed to sell on such date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents the Option Shares which such Selling Shareholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. The Firm Shares. The Company agrees to issue and sell to the several Underwriters the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and covenants agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Company shall be $[___] per share. [Initial paragraph to be replaced with the following text if only Selling Stockholders are offering the Firm Shares:] The Firm Shares. The Selling Stockholders agree to sell to the several Underwriters the Firm Shares upon the terms set forth herein, each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder's name on Schedule B. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders 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 several Underwriters to the Selling Stockholders shall be $[___] per share. [Initial paragraph to be replaced with the following text if the Company and Selling Stockholders are offering the Firm Shares:] The Firm Shares. Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters an aggregate of [___] Firm Shares and (ii) the Selling Stockholders agree to sell to the several Underwriters an aggregate of [___] Firm Shares, each Selling Stockholder selling the Company sharesnumber of Firm Shares set forth opposite such Selling Stockholder's name on Schedule B. On the basis of the representations, warranties and agreements herein contained, and each Underwriter agreesupon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase at a price of $ per share, from the Company and the Selling Stockholders 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 name of each Underwriter in Schedule I hereof, subject several Underwriters to adjustments in accordance with Section 10 hereof the Company and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereofStockholders shall be $[___] per share. The number First Closing Date. Delivery of certificates for the Firm Shares to be purchased by each Underwriter from the Company Underwriters and the Selling Shareholder payment therefor shall be made at the offices of [ ] New York, New York (or such other place as nearly as practical in the same proportion may be agreed to the total number of Firm Shares being sold by the Company and the Selling Shareholder Representative) at 9:00 a.m. New York time, on [___], or such other time and date not later than 11:30 a.m. New York time, on [___] as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of Representative and the Company and the Selling Shareholder shall be several and not joint. (b) Certificates in negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholder have been placed in custody with the Company as custodian agree upon (the "Custodian") pursuant to the Custody Agreement executed by the Selling Shareholder for delivery of all Selling Shareholder Shares. The Selling Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement are subject to the interest of the Underwriters hereunder, time and that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, including the Company, the Custodian or the Underwriters) or by operation of law or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery date of such Sharesclosing are called the "First Closing Date").

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof9. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Stockholders shall be several and not joint. . (b) Certificates in negotiable form (or irrevocable instructions with respect to the disposition to the Underwriters of Shares to be sold by the Selling Stockholders pursuant to this Agreement that are not represented in certificated form) for the total number of the Shares to be sold hereunder by each of the Selling Shareholder Stockholders have been placed in custody with the Company as custodian (the "Custodian") Custodian pursuant to the such Selling Stockholder’s Custody Agreement executed by Agreement, for delivery and sale hereunder. Each of the Selling Shareholder for delivery of all Selling Shareholder Shares. The Selling Shareholder Stockholders specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the such Selling Shareholder Stockholder under the such Selling Stockholder’s Custody Agreement (or, with respect to Shares not represented in certificated form, to which the irrevocable instructions held in custody for such Selling Stockholder under such Selling Stockholder’s Custody Agreement relate) are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the such Selling Shareholder Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Shareholder Stockholder hereunder shall not be terminable by any act or deed of the such Selling Shareholder Stockholder (or by any other person, firm individual or corporationentity, including any other Selling Stockholder, the Company, the Custodian or the Underwriters) or by operation of law (including the death of a Selling Stockholder who is an individual or the dissolution of a Selling Stockholder that is an entity) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares hereunder, certificates for and irrevocable instructions with respect to the Firm Shares or the Option Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized by each of the Selling Stockholders to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the Firm Shares to be sold by it and to an account designated by the Custodian for the Firm Shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at , New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used in this Agreement, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share 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 one time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be

Purchase, Sale and Delivery of the Shares. On (a) The Terms Agreement shall set forth the basis number of Firm Shares to be purchased by the several Underwriters. Each Underwriter shall be obligated to purchase from the Company and any Selling Shareholders that number of the representations, warranties and covenants herein contained, and subject Firm Shares set forth in the Terms Agreement which represents the same proportion of the number of such Firm Shares to the conditions herein set forth, (i) be sold by the Company agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase at a price of $ per share, any Selling Shareholders as the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears Terms Agreement represents to the total number of Firm Shares to be sold hereunderpurchased by all of the Underwriters pursuant to the Terms Agreement. The respective purchase obligations of the Company and the Selling Shareholder Underwriters with respect to such Firm Shares shall be several rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Delivery of certificates and not joint. (b) Certificates in negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custody Agreement executed by the Selling Shareholder for delivery of all Selling Shareholder Shares. The Selling Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement are subject to the interest payment of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, including the Company, the Custodian or the Underwriters) or by operation of law or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates purchase price for the Firm Shares shall be delivered by made at the Custodian location specified in the Terms Agreement, or at 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 third or fourth business day (as permitted under Rule 15c6-1 of the Exchange Act) following the determination of the initial public offering price of such Firm Shares (unless such time and date are postponed in accordance with the terms provisions of SECTION 9 hereof), or at such other time as shall be agreed upon by the Representatives, any Selling Shareholders and conditions of this Agreement as if such event had not occurredthe Company. The Custodian is authorized to receive time and acknowledge receipt date of such delivery and payment are herein called the "Closing Date." Delivery of the proceeds certificates for such Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for such Firm Shares to the order of the Company and any Selling Shareholders by certified or official bank checks payable in New York Clearing House next-day funds. Certificates for such Firm Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Closing Date. The Company and any Selling Shareholders will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) In addition, the Terms Agreement may set forth the number of Additional Shares with respect to which the Company and any Selling Shareholders grant an option to the several Underwriters to purchase. The option of the Underwriters to purchase such Additional Shares shall be at the same purchase price per share to be paid by the several Underwriters to the Company and any Selling Shareholders for the Firm Shares set forth in the Terms Agreement, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Selling Shareholder several Underwriters. This option may be exercised at any time (but not more than once), in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares held as to which the option is being exercised and the date and time, as reasonably determined by it against the Representatives, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of SECTION 9 hereof). Certificates for any Additional Shares relating to any Terms Agreement shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Additional Closing Date set forth in the Terms Agreement. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. 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 the applicable Terms Agreement (or such number increased as set forth in SECTION 9 hereof) bears to the aggregate number of Firm Shares being purchased pursuant to such Terms Agreement, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. Payment for such Additional Shares shall be made by certified or official bank check or checks, in New York Clearing House next-day funds, payable to the order of the Company as specified in the Terms Agreement, or on such other terms as may be mutually acceptable, upon delivery of such Sharesthe certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree agrees to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $9.30 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint. . (b) Certificates in negotiable form for the total number of the Option Shares to be sold hereunder by the Selling Shareholder Shareholders have been placed in custody with the Company as custodian (the "“Custodian"”) pursuant to the Custody Custodian Agreement executed by the each Selling Shareholder for delivery of all any Option Shares to be sold hereunder by the Selling Shareholder SharesShareholders. The Each of the Selling Shareholder Shareholders specifically agrees that the Firm any Option Shares represented by the certificates held in custody for the Selling Shareholder Shareholders under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Shareholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Option Shares hereunder, certificates for the Firm Options Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) 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 listed on Schedule II hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Selling Shareholders is set forth opposite their respective names on Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Attorney-in-Fact, and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by each of the Selling Shareholders listed in Schedule II hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of “Cardtronics, Inc., as Custodian” for the Option Shares to be sold by the Selling Shareholders against delivery of certificates therefor through the facilities of The Depository Trust Company, New York, New York. (e) If on the Closing Date or Option Closing Date, as the case may be, any Selling Shareholder fails to sell the Option Shares which such Selling Shareholder has agreed to sell on such date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents the Option Shares which such Selling Shareholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the terms and conditions herein set forth, (i) the Company agree agrees to sell 1,450,000 Firm Shares to the several Underwriters, the Selling Stockholder agrees to sell to the several Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase at a price of $ per share, the number of Firm Shares set forth on Schedule B opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder Stockholder, and each Underwriter, severally and not jointly, agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof. The purchase that number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical set forth in the same proportion to the total Schedule A opposite its name plus any additional number of Firm Shares being sold that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. The Warrant Certificate in the name of the Selling Stockholder representing the Selling Stockholder Warrants to purchase 350,000 shares of Common Stock of the Company at a purchase price of $2.00 per share, together with a form of subscription duly executed in blank and a stock power(s) duly endorsed in blank by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears Stockholder with respect to the total number of Firm 350,000 Shares to be sold hereunder. The obligations acquired upon exercise of the Company Selling Stockholder Warrants, have been, and as of the Selling Shareholder shall be several and not joint. (b) Certificates Closing Date certificates in negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholder Stockholder will have been been, placed in custody with the Company as custodian (the "Custodian") Custodian pursuant to the Custody Agreement executed by the Selling Shareholder Stockholder for delivery of all Shares to be sold hereunder by the Selling Shareholder SharesStockholder. The Selling Shareholder Stockholder specifically agrees that the Firm Selling Stockholder Warrants represented by the Warrant Certificate and the Shares represented by the certificates held and to be held in custody for the Selling Shareholder Stockholder under the Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements 10 11 made by the Selling Shareholder Stockholder for such custody and the full exercise of the Selling Stockholder Warrants are to that extent irrevocable, and that the obligations of the Selling Shareholder Stockholder hereunder shall not be terminable by any act or deed of the such Selling Shareholder Stockholder (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including without limitation, the bankruptcy, insolvency, dissolution, liquidation or termination of the Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, the Selling Stockholder Warrants shall be exercised in full and certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred, regardless of whether or not the Custodian shall have received notice of such event. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares to be held by it upon full exercise of the Selling Stockholder Warrants (net of the aggregate exercise price for the full exercise of the Selling Stockholder Warrants) against the delivery of such Shares.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company sharesUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Shareholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder Shareholders have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custody Custodian Agreement executed by the each Selling Shareholder for delivery of all Firm Shares [and any Option Shares] to be sold hereunder by the Selling Shareholder SharesShareholders. The Each of the Selling Shareholder Shareholders specifically agrees that the Firm Shares [and any Option Shares] represented by the certificates held in custody for the Selling Shareholder Shareholders under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Shareholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of a Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares [or the Option Shares] hereunder, certificates for the Firm Shares [or the Option Shares, as the case may be,] shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in same day funds via wire transfer to the order of the Company for the shares to be sold by it and to the order of the Company, as Custodian, for the shares to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of Alex. Brown & Sons Incorporated, 1 Sxxxx Street, Baltimore, Marxxxxx, xx 00:00 x.x., Xxxxxxxxx xxxe, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company [and the Selling Shareholders] [listed on Schedule III hereto] hereby grant[s] an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. [The maximum number of Option Shares to be sold by the Company and the Selling Shareholders is set forth opposite their respective names on Schedule III hereto.] The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. [If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by the Company and each of the Selling Shareholders listed in Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid functional shares.] The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to __________, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in same day funds via wire transfer to the order of the Company [for the Option Shares to be sold by it and to the order of the Company, as Custodian, for the Option Shares to be sold by the Selling Shareholders] against delivery of certificates therefor at the offices of Alex. Brown & Sons Incorporated, 1 Sxxxx Street, Baltimore, Marxxxxx. (x) Xx xx xxx Xxxxxxx Date [or Option Closing Date, as the case may be,] any Selling Shareholder fails to sell the Firm Shares [or Option Shares] which such Selling Shareholder has agreed to sell on such date as set forth in Schedule II hereto [or Schedule III hereto, as the case may be], the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares [or the Option Shares] which such Selling Shareholder has failed to so sell, as set forth in Schedule II hereto[or Schedule III hereto, as the case may be], or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree agrees to issue and sell to the Underwriters _____ Firm Shares (including Non-Affiliate Shares and Affiliate Shares), (ii) each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the Company sharesnumber of Firm shares set forth opposite such Selling Stockholder's name on Schedule II, and (iii) each Underwriter agrees, severally and not jointly, to purchase in the amounts set forth their respective names on Schedule I, at a price of $ $_____ per share, the number of Firm Non-Affiliate Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Firm Shares from the Selling Shareholder Stockholders and, at a price of $_____ per share, the Affiliate Shares from the Company. Certificates evidencing the Shares shall be in definitive form and shall be registered in such names and in such denominations as nearly as practical in the same proportion Representative shall request at least two (2) business days prior to the total number Closing Date or the Option Closing Date, as the case may be, by written notice to the Company or the Selling Stockholders, as applicable. For the purpose of Firm Shares being sold by expediting the checking and packaging of certificates for the Shares, the Company and the Selling Shareholder Stockholders agree to make such certificates available for inspection at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the number case may be, at the office of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint. DTC or its designated custodian. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder Stockholders have been placed in custody with the Company Mellon Investor Services LLC as custodian (the "Custodian") pursuant to the Custody Agreement executed by the each Selling Shareholder Stockholder for delivery of all Shares to be sold hereunder by the Selling Shareholder SharesStockholders. The Each of the Selling Shareholder Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder Stockholders under the Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Stockholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Stockholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Representative and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) 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 Section 3(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representative of the several Underwriters, giving notice to the Company, setting forth the number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by the Representative in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of the Depository Trust Company, New York, New York. (e) If on the Closing Date any Selling Stockholder fails to sell the Firm Shares which such Selling Stockholder has agreed to sell on such date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents the Firm Shares which such Selling Stockholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representative.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Stockholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder Stockholders have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custody Custodian Agreement executed by the each Selling Shareholder Stockholder for delivery of all Shares to be sold hereunder by the Selling Shareholder SharesStockholders. The Each of the Selling Shareholder Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder Stockholders under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Stockholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Stockholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Options Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made by wire transfer of Federal (same day) funds to an account of the Company for the Shares to be sold by it and to an account of the Company, "as Custodian," for the Shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 a.m., Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders listed on Schedule III hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by each Selling Stockholder is set forth opposite its or his respective name on Schedule III hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, as Custodian, setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by each of the Selling Stockholders listed in Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule III hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date by wire transfer of Federal (same day) funds to an account of the Company as "Custodian" for the Option

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $[ ] per share, the number of Firm Shares set forth opposite the name of each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 8 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint. ; provided however that the Company has agreed to pay the Underwriter discounts and commissions on behalf of the Selling Shareholder and such discounts and commissions shall be netted out of the aggregate price paid to the Company by the Underwriters. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder have been placed in custody with the Company Xxxxx Fargo Bank, N.A. as custodian (the "“Custodian"”) pursuant to the Custody Agreement executed by the Selling Shareholder for delivery of all Firm Shares to be sold hereunder by the Selling Shareholder SharesShareholder. The Selling Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including dissolution of the Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the shares to be sold by the Selling Shareholder, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date”. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof10. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Stockholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of the Firm Shares to be sold hereunder by each of the Selling Shareholder Stockholders have been placed in custody with the Company as custodian (the "Custodian") Custodian pursuant to the such Selling Stockholder’s Custody Agreement executed by Agreement, for delivery and sale hereunder. Each of the Selling Shareholder for delivery of all Selling Shareholder Shares. The Selling Shareholder Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the such Selling Shareholder Stockholder under the such Selling Stockholder’s Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the such Selling Shareholder Stockholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Shareholder Stockholder hereunder shall not be terminable by any act or deed of the such Selling Shareholder Stockholder (or by any other person, firm individual or corporationentity, including any other Selling Stockholder, the Company, the Custodian or the Underwriters) or by operation of law (including the death of a Selling Stockholder who is an individual or the dissolution of a Selling Stockholder that is an entity) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized by each of the Selling Stockholders to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Firm Shares held by it against the delivery of such Firm Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the Firm Shares to be sold by it and to an account designated by the Custodian for the Firm Shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used in this Agreement, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share 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 one time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same-day) funds drawn to the order of the Selling Stockholders.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the terms and conditions herein set forth, (i) the Company agrees to sell 1,000,000 Firm Shares and the Option Shares to the several Underwriters and the Selling Stockholders agree to sell to the several Underwriters the Company sharesnumber of the Firm Shares set forth on Schedule B opposite the name of each Selling Stockholder, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase at a price of $ per share, the that number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof. The A opposite its name plus any additional number of Firm Shares that such Underwriter may become obligated to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in the same proportion purchase pursuant to the total number provisions of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunderSection 11 hereof. The obligations As of the Company and the Selling Shareholder shall be several and not joint. (b) Certificates Closing Date, certificates in negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholder Stockholders will have been placed in custody with the Company as custodian (the "Custodian") Custodian pursuant to the Custody Agreement Agreements executed by the Selling Shareholder Stockholders for delivery of all Shares to be sold hereunder by the Selling Shareholder SharesStockholders. The Selling Shareholder Stockholders specifically agrees agree that the Firm Shares represented by the certificates held and to be held in custody for the Selling Shareholder Stockholders under the Custody Agreement Agreements are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Stockholders hereunder shall not be terminable by any act or deed of the such Selling Shareholder Stockholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including without limitation, the bankruptcy, insolvency, dissolution, liquidation or termination of the Selling Stockholders) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody AgreementAgreements. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The , regardless of whether or not the Custodian is authorized to receive and acknowledge receipt shall have received notice of such event. (b) In addition, on the basis of the proceeds representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Representatives of the Underwriters, for a period of thirty days from the effective date of this Agreement, the Company grants to the Underwriters an option to purchase up to 225,000 Option Shares. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule A hereto. The time and date of delivery of any of the Option Shares is herein called the "Option Closing Date". The respective purchase obligations of each Underwriter with respect to the Option Shares may be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share increments. The price of both the Firm Shares and any Option Shares shall be $_____ per share. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares and the Option Shares shall be made on each of the Closing Date and the Option Closing Date, respectively, by wire transfer of immediately available funds, payable to the order of the Company and the Custodian, as applicable, at the offices of Tuckxx Xxxxxxx xx One Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, xx at such other place as shall be agreed upon by the Representatives, the Company and the Selling Shareholder Shares held Stockholders or, if mutually agreed to by it against the Company and the Representatives, by wire transfer, upon delivery of certificates (in form and substance satisfactory to the Representatives) representing such securities to the Representatives. Delivery and payment for the Firm Shares shall be made at 10:00 a.m. (Eastern Time) on the third business day following the public offering, or at such other time and date as shall be agreed upon by the Representatives and the Company. The time and date of payment for and delivery of the Firm Shares is herein called the "Closing Date." In the event that any or all of the Option Shares are purchased by the Underwriters, the date and time at which certificates for Option Shares are to be delivered shall be determined by the Representatives and the Company but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date. Certificates for the Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Representatives may request in writing at least two (2) business days prior to the Closing Date or the Option Closing Date, as applicable. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Representatives at such office or such other place as the Representatives may designate for inspection and packaging not later than 9:30 a.m. (Eastern Time) on the last business day prior to the Closing Date or the Option Closing Date, as applicable.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, (i) the Company agree agrees to sell to the several Underwriters and the Company shares, and each Underwriter agreesUnderwriters, severally and not jointly, agree to purchase from the Company, at a purchase price of $ $______ per share, the number of Firm Shares set forth opposite the name respective names of each Underwriter the Underwriters in Column (1) of Schedule I hereof, subject to adjustments in accordance with Section 10 hereof hereto and (ii) the Selling Shareholder agrees Stockholders, severally and not jointly, agree to sell to the several Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Selling Shareholder SharesStockholders, subject at $___ per share the number of Firm Shares set forth opposite the respective names of the Underwriters in Column (2) of Schedule I hereto, in each case plus any additional number of Shares that the Underwriter may become obligated to adjustments in accordance with purchase pursuant to the provisions of Section 10 9 hereof. The number of Firm Shares to be purchased sold by each Selling Stockholder to each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in the number which bears the same proportion to the total number of Firm Shares being to be sold by the Company and the such Selling Shareholder Stockholder, as specified in Schedule II hereto, as the number of Firm Shares being purchased by each set forth opposite the name of such Underwriter in Column (2) of Schedule I bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and by the Selling Shareholder Stockholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall be several and not joint. make. (b) Certificates in negotiable form for the total number of the Firm Shares sold hereunder by each Selling Stockholder have been placed in escrow with [the Company] as Custodian pursuant to the Custodian Agreement executed by each Selling Stockholder for delivery of all Firm Shares to be sold hereunder by the such Selling Shareholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custody Agreement executed by the Stockholder. Each Selling Shareholder for delivery of all Selling Shareholder Shares. The Selling Shareholder Stockholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder Stockholder under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Stockholder for such custody escrow are to that extent irrevocable, and that the obligations of the Selling Shareholder Stockholder hereunder shall not be terminable by any act or deed of the Selling Shareholder Stockholder (or by any other person, firm or corporation, corporation including the Company, the Custodian escrow agent or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the office of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxxxx Xxxx Center, Dallas, Texas, or such other place as shall be agreed upon by you and the Company, at 9:00 A.M., Dallas, Texas time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless such time and date are postponed in accordance with the provisions of Section 9 hereof) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares), or at such other time not later than ten business days after such date as shall be agreed upon by you, the Selling Stockholders and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Delivery of the certificates for the Firm Shares shall be made to you for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by wire transfer of federal (same day) funds, to the account(s) designated by the Company. (d) Certificates for the Firm Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Company and the Selling Stockholders will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (e) In addition, the Company hereby grants to the several Underwriters the option to purchase up to ____ Additional Shares at the same purchase price per share to be paid by the several Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares by the several Underwriters. This option may be exercised at any time in whole or in part on or before the thirtieth day following the effective date of the Registration Statement, by written notice by you to the Company and the Custodian. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (each such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that 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 tenth 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 Column (1) of Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to ________ [insert the total number of Firm Shares being purchased], subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by wire transfer of federal (same day) funds, to the account designated by the Company Custodian, upon delivery of the certificates for the Additional Shares to you for the respective accounts of the Underwriters at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxxxx Xxxx Center, Dallas, Texas, or such other place as shall be agreed upon by you and the Company. (f) If on the Closing Date a Selling Stockholder fails to sell the Firm Shares that such Selling Stockholder has agreed to sell on such date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of the number of shares of Common Stock to the Underwriters that represents the Firm Shares which such Selling Stockholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representatives. In no event shall this Section be construed to excuse the Selling Stockholder from the full performance of its obligations under this Agreement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $______ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder Stockholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholder Stockholders have been placed in custody with the Company ____________ as custodian (the "Custodian") pursuant to the Custody Custodian Agreement executed by the each Selling Shareholder Stockholder for delivery of all Firm Shares to be sold hereunder by the Selling Shareholder SharesStockholders. The Each of the Selling Shareholder Stockholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder Stockholders under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder Stockholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company and Selling Stockholders agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder Stockholders have been placed in custody with the Company American Stock Transfer & Trust Company, as custodian (the "Custodian") pursuant to the Custody Agreement executed by the each Selling Shareholder Stockholder for delivery of all any Firm Shares and Option Shares to be sold hereunder by the Selling Shareholder SharesStockholders. The Each of the Selling Shareholder Stockholders specifically agrees that the any Firm Shares and Option Shares represented by the certificates held in custody for the Selling Shareholder Stockholders under the Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Stockholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Stockholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a partnership or corporate Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Option Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. Payment for the Firm Shares to be sold hereunder by Company is to be made to the order of the Company to an account of the Company designated by notice to the Representatives at least two (2) business days prior to the Closing Date, and payment for the shares to be sold hereunder by the Selling Stockholders is to be made to the order of the Custodian for the account of the Selling Stockholders, in each case in New York Clearing House funds by wire transfer or certified or bank cashier's checks against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters (including without 10. limitation by "full-fast" electronic transfer by Depository Trust Company). Such payment and delivery are to be made at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, at 10:00 a.m., Baltimore time, on the fifth business day after the date of this Agreement or at such other time, date or place not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the third full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, certain of the Selling Stockholders named in Schedule III hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Selling Stockholders is set forth opposite their respective names on Schedule III hereto. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Custodian and to each of the Selling Stockholders setting forth the number of the Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by each of the Selling Stockholders listed on Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule III hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three (3) nor later than ten (10) full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to 2,500,000, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the each of the Selling Stockholders for the shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor (including without limitation by "full-fast" electronic transfer by 11. Depository Trust Company) at the offices of Alex. Xxxxx & Sons Incorporated, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree agrees to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of the Selling Shareholder shall be several and not joint. . (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares, if any, will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder listed on Schedule II hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Company and the Selling Shareholder is set forth opposite their respective names on Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Attorney-in-Fact, and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by the Company and the Selling Shareholder listed in Schedule II hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which (d) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder have been placed in custody with the Company ____________________ as custodian (the "Custodian") pursuant to the Custody Custodian Agreement executed by the Selling Shareholder for delivery of all any Option Shares to be sold hereunder by the Selling Shareholder SharesShareholder. The Selling Shareholder specifically agrees that the Firm Option Shares represented by the certificates held in custody for the Selling Shareholder under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Option Shares hereunder, certificates for the Firm Options Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (e) If on the Option Closing Date the Selling Shareholder fails to sell the Option Shares which the Selling Shareholder has agreed to sell on such date as set forth in Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Option Shares which the Selling Shareholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule SCHEDULE I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Shareholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of The Shares to be sold hereunder by the Selling Shareholder Shareholders have been placed in custody with the Company Attorneys as custodian custodians (the each, a "Custodian") pursuant to the Power of Attorney and Custody Agreement executed by the each Selling Shareholder for delivery of all Firm Shares to be sold hereunder by the Selling Shareholder SharesShareholders. The Each of the Selling Shareholder Shareholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder Shareholders under the Power of Attorney and Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Shareholders (or by any other person, firm or corporation, corporation including the Company, the Operating Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Power of Attorney and Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the shares to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) 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 hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered 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 Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its exercise or expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of the Depository Trust Company, New York, New York. (e) If on the Closing Date any Selling Shareholder fails to sell the Firm Shares which such Selling Shareholder has agreed to sell on such date as set forth in SCHEDULE II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares which such Selling Shareholder has failed to so sell, as set forth in SCHEDULE II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree each Seller agrees to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $_____ per share, the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder Sellers shall be several and not joint. . (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder Stockholders have been placed in custody with the Company BankBoston, N.A. d/b/a Boston EquiServe as custodian (the "Custodian") pursuant to the Custody Custodian Agreement executed by the each Selling Shareholder Stockholder for delivery of all Firm Shares and any Option Shares to be sold hereunder by the Selling Shareholder SharesStockholders. The Each of the Selling Shareholder Stockholders specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the Selling Shareholder Stockholders under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Stockholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Stockholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Stockholder or the dissolution of a corporate Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Option Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in same day funds via wire transfer to the order of the Company for the shares to be sold by it and to the order of "BankBoston, N.A. d/b/a Boston EquiServe, as Custodian" for the shares to be sold by the Selling Stockholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such delivery is to be made at the offices of Alex. Browx & Xons Incorporated, 1 Soxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 a.m., Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the certain Selling Stockholders listed on Schedule III hereto hereby collectively grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by each Selling Stockholder is set forth opposite such Selling Stockholder's name on Schedule III hereto. The obligations of the Selling Stockholders under this Section 2(d) are several and not joint. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Attorney-in-Fact, and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by each of the Selling Stockholders listed in Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule III hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in same day funds via wire transfer to the order of "BankBoston, N.A. d/b/a Boston EquiServe, as Custodian" for the Option Shares to be sold by the Selling Stockholders against delivery of certificates therefor at the offices of Alex. Browx & Xons Incorporated, 1 Soxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. (e) If on the Closing Date or Option Closing Date, as the case may be, any Selling Stockholder fails to sell the Firm Shares or Option Shares which such Selling Stockholder has agreed to sell on such date as set forth in Schedule II or Schedule III hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares or the Option Shares which such Selling Stockholder has failed to so sell, as set forth in Schedule II or Schedule III hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the several Underwriters the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and covenants agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the 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 several Underwriters to the Company shall be $[___] per share. Replace the initial paragraph with the following text if Selling Stockholders are offering the Firm Shares: (a) The Firm Shares. The Selling Stockholders agree to sell to the several Underwriters the Firm Shares upon the terms set forth herein, each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder's name on Schedule B. On the basis of the representations, ---------- warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders the respective number of Firm Shares set forth opposite their names on Schedule B. The purchase price per Firm ---------- Share to be paid by the several Underwriters to the Selling Stockholders shall be $[___] per share. Replace the initial paragraph with the following text if the Company and Selling Stockholders are offering the Firm Shares: --- (a) The Firm Shares. Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters an aggregate of [___] Firm Shares and (ii) the Selling Stockholders agree to sell to the several Underwriters an aggregate of [___] Firm Shares, each Selling Stockholder selling the Company sharesnumber of Firm Shares set forth opposite such Selling Stockholder's name on Schedule B. On the basis of the representations, warranties and agreements ---------- herein contained, and each Underwriter agreesupon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase at a price of $ per share, from the Company and the Selling Stockholders 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 name of each Underwriter in Schedule I hereof, subject several Underwriters to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder Stockholders shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint. (b) Certificates in negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custody Agreement executed by the Selling Shareholder for delivery of all Selling Shareholder Shares. The Selling Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement are subject to the interest of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, including the Company, the Custodian or the Underwriters) or by operation of law or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares$[___] per share.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule SCHEDULE I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Shareholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of The Shares to be sold hereunder by the Selling Shareholder Shareholders have been placed in custody with the Company Attorneys as custodian custodians (the each, a "Custodian") pursuant to the Power of Attorney and Custody Agreement executed by the each Selling Shareholder for delivery of all Firm Shares to be sold hereunder by the Selling Shareholder SharesShareholders. The Each of the Selling Shareholder Shareholders specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder Shareholders under the Power of Attorney and Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Shareholders (or by any other person, firm or corporation, corporation including the Company, the Operating Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Power of Attorney and Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the shares to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered 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 Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its exercise or expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of the Depository Trust Company, New York, New York. (e) If on the Closing Date any Selling Shareholder fails to sell the Firm Shares which such Selling Shareholder has agreed to sell on such date as set forth in SCHEDULE II hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares which such Selling Shareholder has failed to so sell, as set forth in SCHEDULE II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Stockholders shall be several and not joint. . (b) Certificates in negotiable form Payment for the total number of Firm Shares to be sold hereunder is to be made in federal (same day) funds (i) to an account designated by the Selling Shareholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custody Agreement executed by the Selling Shareholder for delivery of all Selling Shareholder Shares. The Selling Shareholder specifically agrees that the Firm Shares represented to be sold by it, (ii) to an account or accounts designated by the certificates held in custody Comcast Selling Stockholders for the Firm Shares to be sold by them, (iii) to an account designated by Xxxxx Xxx for the Firm Shares to be sold by him, (iv) to an account designated by Xxxxx Xxxxxx for the Firm Shares to be sold by her and (v) to an account designated by Xxxxxxx X. Xxxxx for the Firm Shares to be sold by him, in each case against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York City time, on August [__], 2006 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date”. (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 City are open for business and not permitted by law or executive order to be closed.) Prior to the Closing Date, the Comcast Selling Shareholder under Stockholders shall deliver or cause to be delivered to the Custody Agreement are Company’s transfer agent certificates representing the Firm Shares to be sold by them, with instructions to cancel such certificates and register such Firm Shares in the name of Cede & Co., as nominee of DTC, on the Closing Date. The Other Selling Stockholders currently hold, and will continue to hold through the Closing Date, the Firm Shares to be sold by them through accounts maintained with participants in DTC. (c) In addition, on the basis of the representations and warranties herein contained and subject to the interest of the Underwriters hereunder, terms and that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, including the Companyconditions herein set forth, the Custodian or Company hereby grants an option to the Underwriters) or by operation of law or by several Underwriters to purchase the occurrence -6- 8 of any other event or events, except Option Shares at the price per share as set forth in the Custody 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) from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If 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 such event should occur prior to the delivery Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the Underwriters total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares hereunderby the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made in federal (same day) funds to an account designated by the Company against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York City time, on the Option Closing Date. (d) If on the Closing Date, any Other Selling Stockholder fails to sell the Firm Shares shall be delivered by which such Other Selling Stockholder has agreed to sell on such date as set forth in Schedule II hereto, the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares which such Other Selling Shareholder Shares held Stockholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by it against the delivery of such SharesRepresentative.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company Sellers agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $______ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder each Seller shall be as nearly as practical practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholder Shareholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder Shareholders have been placed in custody with the Company [__________] as custodian (the "Custodian") pursuant to the Custody Custodian Agreement executed by the each Selling Shareholder for delivery of all Firm Shares and any Option Shares to be sold hereunder by the Selling Shareholder SharesShareholders. The Each of the Selling Shareholder Shareholders specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the Selling Shareholder Shareholders under the Custody Custodian Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder Shareholders for such custody are to that extent irrevocable, and -13- that the obligations of the Selling Shareholder Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholder Shareholders (or by any other person, firm or corporation, corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares, if any, hereunder, certificates for the Firm Shares or the Options Shares, as the case may be, shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Company for the shares to be sold by it and to an account designated by the Custodian for the shares to be sold by the Selling Shareholders, in each case against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 on the third xxxxxxxx day axxxx xxx xxxx xx xxxx Xxxxxxxxx xx xx xxxx other time and date as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and Selling Shareholders hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Company and the Selling Shareholders is set forth opposite their respective names on Schedule III hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time thereafter within 30 days after the date of this Agreement, by Deutsche Bank Securities Inc., to the Company, the Attorney-in-Fact, and the Custodian, with a copy to Debevoise & Plimpton LLP, setting forth the number of Option Shares as to which thx xxxxxxl Underwriters are exercising the option and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by the Company and each of the Selling Shareholders listed in Schedule III hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares, if any, are to be delivered shall be determined by Deutsche Bank Securities Inc. but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or -14- more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares, if any, to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. Deutsche Bank Securities Inc. may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Attorney-in-Fact. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company for the Option Shares to be sold by it and to the order of "________, as Custodian" for the Option Shares to be sold by the Selling Shareholders against delivery of certificates therefor through the facilities of The Depository Trust Company, New York, New York. (e) If on the Closing Date or Option Closing Date, as the case may be, any Selling Shareholder fails to sell the Firm Shares or Option Shares, if any, which such Selling Shareholder has agreed to sell on such date as set forth in Schedule II and Schedule III hereto, the Company agrees that it will sell or arrange for the sale of that number of shares of Common Stock to the Underwriters which represents Firm Shares or the Option Shares, if any, which such Selling Shareholder has failed to so sell, as set forth in Schedule II hereto, or such lesser number as may be requested by the Representatives.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase at a price of $ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder Stockholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in Underwriter agrees to purchase, at a price of $[ ] per share the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder shall be several and not joint. Shares. (b) Certificates in negotiable form for the total number of the Shares to be sold hereunder by the Selling Shareholder Stockholder have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Letter of Transmittal and Custody Agreement (the "Custody Agreement") executed by the Selling Shareholder Stockholder for delivery of all Shares to be sold hereunder by the Selling Shareholder SharesStockholder. The Selling Shareholder Stockholder specifically agrees that the Firm Shares represented by the certificates held in custody for the Selling Shareholder Stockholder under the Custody Agreement are subject to the interest interests of the Underwriters Underwriter hereunder, and that the arrangements made by the Selling Shareholder Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder Stockholder hereunder shall not be terminable by any act or deed of the Selling Shareholder Stockholder (or by any other person, firm or corporation, corporation including the Company, the Custodian or the UnderwritersUnderwriter) or by operation of law (including the dissolution of the Selling Stockholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters Underwriter of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Custodian for the Shares against delivery of certificates therefor to the Underwriter for the account of the Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on June [ ], 2003 or at such other time and date not later than three business days thereafter as you and the Selling Stockholder shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.)

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree Selling Shareholder agrees to sell to the Underwriters the Company shares, and each Underwriter agrees, severally and not jointly, to purchase purchase, at a price of $ $18.00 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the Selling Shareholder agrees to sell to the Underwriters the Selling Shareholder Shares, subject to adjustments in accordance with Section 10 9 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Shareholder shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of the Selling Shareholder shall be several and not joint. . (b) Certificates in negotiable form The certificates evidencing the Firm Shares and Option Shares shall be delivered to the Transfer Agent no later than two days prior to the Closing Date or Option Closing Date, as the case may be, for the total number respective accounts of Shares the several Underwriters, with any transfer taxes payable in connection with the transfer of the shares to be sold hereunder the Underwriters and duly paid by the Selling Shareholder have been placed in custody with against payment of the Company as custodian (the "Custodian") pursuant to the Custody Agreement executed by the Selling Shareholder for delivery of all Selling Shareholder Sharespurchase price therefor. The Selling Shareholder specifically agrees that the Firm Shares and any Option Shares represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement are subject to the interest interests of the Underwriters hereunder, and that the arrangements made by the Selling Shareholder for delivery to the Transfer Agent of such custody Certificates are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, corporation including the Company, the Custodian Transfer Agent or the Underwriters) or by operation of law (including the dissolution of the Selling Shareholder) or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Options Shares, as the case may be, shall be delivered by the Custodian Transfer Agent in accordance with the terms and conditions of this Agreement as if such event had has not occurred. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to the account designated by the Selling Shareholder, against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of The Depository Trust Company, New York, New York. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The Custodian maximum number of Option Shares to be sold by the Selling Shareholder is authorized to receive 492,000. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and acknowledge receipt (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the proceeds several Underwriters, to the Selling Shareholder setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Selling Shareholder. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to the account designated by the Selling Shareholder Shares held by it against the delivery of such Sharescertificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of The Depository Trust Company, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, (i) the Company agree agrees to sell to the Underwriters the Company sharesShares, and each Underwriter agrees, severally and not jointly, to purchase at a price of $ $______ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I II hereof, subject to adjustments in accordance with Section 10 hereof and (ii) the each Selling Shareholder agrees to sell to the Underwriters the number of shares set forth opposite the name of such Selling Shareholder Sharesin Schedule I hereof, subject to adjustments in accordance with Section 10 hereof. The number of Firm Shares to be purchased by each Underwriter from the Company and the each Selling Shareholder shall be as nearly as practical in the same proportion to the total number of Firm Shares being sold by the Company and the Selling Shareholder Shareholders as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and the Selling Shareholder Shareholders shall be several and not joint. . (b) Certificates in negotiable form for the total number of Shares to be sold hereunder by the Selling Shareholder Shareholders have been placed in custody with the Company The Bank of New York as custodian (the "Custodian") pursuant to the Custody Agreement Agreements executed by the Selling Shareholder Shareholders for delivery of all Selling Shareholder Shares. The Each Selling Shareholder specifically agrees that the Firm Shares represented by the certificates held in custody for the such Selling Shareholder under the Custody Agreement are subject to the interest of the Underwriters hereunder, and that the arrangements made by the such Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation, including the Company, the Custodian or the Underwriters) or by operation of law or by the occurrence -6- 8 of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares hereunder, certificates for the Firm Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Selling Shareholder Shares held by it against the delivery of such Shares. (c) Payment for the Firm Shares to be sold hereunder by the Company and the Selling Shareholders is to be made via wire transfer of immediately available funds or such other payment procedures agreed to by the parties. Such payment and delivery are to be made at the offices of Alex. Browx & Xons Incorporated, 1 Soxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 a.m., Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Underwriters request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Underwriters at least one business day prior to the Closing Date. (d) In addition, on the basis of representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 3. The option granted hereby may be exercised in whole or in part by giving written notice only once within 30 days after the date of this Agreement, by you, the Underwriters, to the Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered 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 Underwriters but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, the Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date via wire transfer of immediately available funds or other payment procedures agreed to by the parties against delivery of certificates therefor at the offices of Alex. Browx & Xons Incorporated, 1 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.