Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7, 2011 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereof. (b) Option Shares. The Company hereby grants to the Initial Purchasers an option to the Underwriters to purchase from it up to $10,000,000 aggregate principal amount of 750,000 Option Securities at Shares on the same purchase price terms and conditions as set forth above in Section 3(a) for the Initial Securities. Such Firm Shares; provided, however, that such option is granted may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of Initial Securitiesthe Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The option will expire 13 days after is exercisable on behalf of the Initial Closing Date (several Underwriters by you, as defined below) Representatives, at any time, and may be exercised in whole or in part from time to time time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereunder when the Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the option, and the date of delivery of said Option Shares, which date shall not be more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the option at any time, as to any unexercised portion thereof, by giving written notice being given to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Unless you elect to take delivery of the Option Shares by full FAST transfer to the accounts at The Depository Trust Company designated by you, delivery of the Option Shares with respect to which the option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per share purchase price to the Company by the Representativeswire transfer of immediately available funds. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued payment and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities delivery shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7, 2011 the date designated in the notice given by you as above provided for (which may be the “Initial same as the Closing Date”) ), unless some other date and time are agreed upon, which date and time of payment and delivery to are called the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “"Option Closing Date” and, together with ." Any certificates for the Initial Closing Date, the “Closing Date”), in each case, Option Shares so to be delivered will be made available to you for inspection at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver Xxxxxxx' Office at least one full business day prior to the Initial Purchasers one or more certificates representing the Initial Securities Option Closing Date and the Option Securities, as the case may be, in definitive form, registered will be in such names and denominations as you may request at least forty-eight hours prior to the Initial Purchasers may requestOption Closing Date. On the Option Closing Date, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Initial Purchasers at least two business days prior Option Shares as are required to be delivered on the Closing Date with respect to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.Firm Shares.

Purchase, Sale and Delivery. of the Shares and the Representatives' ------------------------------------------------------------------ Warrants. -------- (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $[______] per share of Common Stock, that number of Firm Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of ---------- Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. ------- (b) In addition, on the basis of the Initial Purchasers agreesrepresentations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company, the respective principal amount all or any part of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial SecuritiesShares. The option granted hereby will expire 13 thirty (30) days after (i) the Initial Closing Date date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (as defined belowii) the date of this Agreement, if the Company has elected to rely on Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by written notice being given the Representatives to the Company by the Representatives. Such notice shall set setting forth the aggregate principal amount number of Option Securities Shares as to which the several Underwriters are then exercising the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the time and date of payment and time, as delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representatives, when but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representatives and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities are to Shares shall be delivereddelivered unless the Firm Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Delivery to Payment of the Initial Purchasers purchase price and delivery of and payment certificates for the Initial Securities Firm Shares shall be made at a closing (the “Initial Closing”) to offices of Xxxxxxxxxx & Co. Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be held at 10:00 a.m., New York time, on March 7, 2011 (agreed upon by the “Initial Closing Date”) Representatives and the Company. Such delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing 10:00 a.m. (the “Option Closing” andNew York City time) on ___________________, together with the Initial Closing1999, the “Closing”) to be held or at a such other time and place to date as shall be agreed upon by the Company Representatives and the Company, but not less than three (3) nor more than seven (7) full business days after the Effective Date (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price and delivery of certificates for such Option Shares shall be made at the above-mentioned offices of the Representatives (or at such other place as shall be agreed upon by the “Representatives and the Company on each Option Closing Date” and, together with as specified in the Initial notice from the Representatives to the Company. Delivery of the certificates for the Shares shall be made to the Underwriters against payment by the Underwriters, severally and not jointly, of the purchase price for the Shares, to the order of the Company for the Shares, by New York Clearing House (next day) funds. In the event the option to purchase the Option Shares is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A hereto opposite the name of such ---------- Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the Shares 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 Underwriters may request in a written notice delivered to the Company at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in . The certificates for the Shares shall be made available to the Representatives at the above-mentioned offices or such names and denominations other place as the Initial Purchasers Representatives may requestdesignate for inspection, against payment by checking and packaging, no later than 9:30 a.m. (New York City time) on the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two last business days day prior to the applicable Closing Date or the relevant Option Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be. (d) On the Closing Date, the Company shall issue and sell to the Representatives, the Representatives' Warrants at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 280,000 shares of Common Stock. The Representatives' Warrants shall be exercisable for a period of four (4) years commencing on the first anniversary of the Effective Date at a price equaling one hundred forty-five percent (145%) of the initial public offering price of the shares of Common Stock. Except as permitted under the Conduct Rules of the NASD, the Representatives' Warrants shall not be sold, transferred, assigned, pledged or hypothecated for a period of one (1) year beginning on the Effective Date. The Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in definitive the form filed as Exhibit 4.6 to the Registration Statement. Payment for the Representatives' Warrants shall be made available to on the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co..

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and each of the Initial Purchasers agrees, severally and not jointly, Purchaser agrees to purchase from the Company, the respective aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.0097% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers Purchaser an option to purchase up to $10,000,000 15,000,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 30 days after the Initial Closing Date (as defined below) date of the Final Offering Memorandum and may be exercised in whole or in part from time to time by written notice being given to the Company by the RepresentativesInitial Purchaser; provided that such option may be exercised only once and provided further that such option cannot be exercised unless the Option Securities will be fungible with the Initial Securities for purposes of U.S. federal income tax laws. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the RepresentativesInitial Purchaser, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. (c) Delivery to the Initial Purchasers Purchaser of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 7February 10, 2011 2020 (the “Initial Closing Date”) and delivery to the Initial Purchasers Purchaser of and payment for any the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the a “Closing”) to be held at a date and time and place to be agreed specified by the Company and Initial Purchaser in the Representatives written notice of the Initial Purchaser’s election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, the a “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLPWhite & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser). (d) The Company shall deliver to the Initial Purchasers Purchaser one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers Purchaser may request, against payment by the Initial Purchasers Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Purchaser at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers Purchaser for inspection at the New York City offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 White & Case LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersPurchaser) not later than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co. (e) The Company shall deliver to the Initial Purchaser, on the date of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of additional documentation necessary to comply with 31 CFR § 1010.230, and the Company undertakes to provide such additional supporting documentation as the Initial Purchaser may reasonably request in connection with the verification of the foregoing certification.

Purchase, Sale and Delivery. (a) On the basis The delivery of the representationsInitial Notes and Warrants to be purchased by the Purchaser shall occur at the Hong Kong office of Weil, warrantiesGotshal & Xxxxxx LLP, agreements at 4:00 p.m., local time, at a closing on January 31, 2008 or on such other Business Day thereafter as may be agreed upon in writing by the Company and covenants the Purchaser (such date referred to herein contained and subject as the “First Closing Date”). (b) Subject to the terms and conditions herein set forthherein, within 30 days from and after the First Closing Date, the Purchaser shall have the option to require the Company agrees to issue issues the Option Notes on any Business Day that may be agreed upon in writing by the Company and sell the Purchaser, but in any event no later than seven (7) full Business Days after the exercise of said option, nor in any event prior to the Initial PurchasersFirst Closing Date, (such date referred to herein as the “Second Closing Date” and along with the First Closing Date, each, as applicable, a “Closing Date” and each of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representativesapplicable, when a “Closing”). The delivery of the Option Securities are Notes to be deliveredpurchased shall occur at the aforementioned office on such date. (c) Delivery Subject to the Initial Purchasers of terms and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7, 2011 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each caseconditions herein, at the New York City offices First Closing (or the Second Closing in the case of Proskauer Rose LLP. (d) The the Option Notes), the Company shall deliver to the Initial Purchasers Purchaser one or more global certificates representing the Initial Securities and the Notes (or Option SecuritiesNotes, as the case may be) and the Company shall deliver to the Purchaser one or more global certificates representing the Warrants, in definitive form, each case registered in such names and denominations as the Initial Purchasers Purchaser may requestrequest (but not less than the minimum amount required by the Indenture), against payment by the Initial Purchasers Purchaser of the aggregate purchase price therefor for the Notes and the Warrants (as more specifically set forth in Schedule I hereto) by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate have theretofore designated to the Initial Purchasers Purchaser. In addition, in the event that any or all of the Option Notes are purchased by the Purchaser, payment of the purchase price for, and delivery of notes for, such Option Notes shall be made at least two business days prior to the applicable above-mentioned offices, or at such other place as shall be agreed upon by the Purchaser and the Company, on each Closing Date. . (d) The certificates representing the Initial Securities Notes and the Option SecuritiesWarrants, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities each to be represented by one or more definitive global securities certificates in book-entry form form, will be deposited on the applicable respective Closing Date, by or on behalf of the CompanyCompany with Deutsche Bank AG, with The Depository Trust Company London Branch as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“DTCClearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of Cede & Co.BT Globenet Nominees Limited for further credit to Purchaser’s account. The Common Stock is approved for quotation on the OTC Bulletin Board (the “Trading Market”).

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and each of the Initial Purchasers agrees, severally and not jointly, Purchaser agrees to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00101.00% of the aggregate principal amount thereof. (b) The Company hereby grants , plus accrued and unpaid interest from April 1, 2013 to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives). Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers Purchaser of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7April 11, 2011 2013 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, ) at the New York City offices of Proskauer Rose LLP. LLP (dor such other place as shall be reasonably acceptable to the Initial Purchaser); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by the Initial Purchaser in accordance with its terms, “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchaser of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers Purchaser one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers Purchaser may request, against payment by the Initial Purchasers Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Purchaser at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers Purchaser for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersPurchaser) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agrees, severally and not jointly, agree to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00100.50% of the aggregate principal amount thereof. (b) The Company hereby grants , plus accrued and unpaid interest from April 1, 2011 to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives). Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7July 15, 2011 (the “Initial Closing Date”) at the New York offices of Proskauer Rose LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and delivery this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its terms, “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchasers of and payment for any Option Securities shall be made at a closing the satisfaction (the “Option Closing” and, together with the Initial Closing, the “Closing”or waiver) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) such conditions. The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis The delivery of the representationsSecurities to be purchased by the Purchaser shall occur at the Hong Kong office of Weil, warrantiesGotshal & Xxxxxx LLP, agreements and covenants at 4:00 p.m., local time, at a closing on January 31, 2008 or on such other Business Day thereafter as may be agreed upon in writing by the Company, the Purchaser (such date referred to herein contained and subject as the “First Closing Date”). (b) Subject to the terms and conditions herein set forthherein, within 30 days from and after the First Closing Date, the Purchaser shall have the option to require the Company agrees to issue issues the Option Notes on any Business Day that may be agreed upon in writing by the Company and sell the Purchaser, but in any event no later than seven (7) full Business Days after the exercise of said option, nor in any event prior to the Initial PurchasersFirst Closing Date, (such date referred to herein as the “Second Closing Date” and along with the First Closing Date, each, as applicable, a “Closing Date” and each of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representativesapplicable, when a “Closing”). The delivery of the Option Securities are Notes to be deliveredpurchased shall occur at the aforementioned office on such date. (c) Delivery Subject to the Initial Purchasers of terms and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7, 2011 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each caseconditions herein, at the New York City offices First Closing (or Second Closing in the case of Proskauer Rose LLP. (d) The the Option Notes), the Company shall deliver to the Initial Purchasers Purchaser one or more global certificates representing the Initial Securities Notes and the Option Securities, as Company shall deliver to the case may bePurchaser one or more global certificates representing the Warrants, in definitive form, each case registered in such names and denominations as the Initial Purchasers Purchaser may requestrequest (but not less than the minimum amount required by the Indenture), against payment by the Initial Purchasers Purchaser of the aggregate purchase price therefor for the Notes and the Warrants (as more specifically set forth in Schedule I hereto) by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate have theretofore designated to the Initial Purchasers Purchaser. In addition, in the event that any or all of the Option Notes are purchased by the Purchaser, payment of the purchase price for, and delivery of notes for, such Option Notes shall be made at least two business days prior to the applicable above-mentioned offices, or at such other place as shall be agreed upon by the Purchaser and the Company, on each Closing Date. . (d) The certificates representing the Initial Securities Notes and the Option SecuritiesWarrants, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities each to be represented by one or more definitive global securities certificates in book-entry form form, will be deposited on the applicable Closing Date, by or on behalf of the CompanyCompany with Deutsche Bank AG, with The Depository Trust Company London Branch as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“DTCClearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of Cede & Co.BT Globenet Nominees Limited for further credit to Purchaser’s account. The Common Stock is approved for quotation on the OTC Bulletin Board (the “Trading Market”).

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained in this Agreement, and subject to the its terms and conditions herein set forth, the conditions: (a) The Company agrees to issue and sell to the several Initial Purchasers, and each of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.0097% of the aggregate principal amount thereof. , plus accrued interest, if any, from March 26, 2007 to the Closing Date, as defined below (b) the “Initial Price”), the aggregate amount of Firm Notes set forth opposite the name of such Initial Purchaser under the column “Aggregate Amount of Firm Notes to be Purchased from the Company” on Schedule I to this Agreement, subject to adjustment in accordance with Section 14 hereof. The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount purchase, severally and not jointly, all or any part of the Option Securities Notes at the same purchase price as set forth above in Section 3(a) for the Initial SecuritiesPrice. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Notes Closing Date (as defined below), and from time to time thereafter within 13 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written notice being given written, facsimile or telegraphic notice, by the Initial Purchasers to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m.no later than 12:00 noon, New York City time, on March 7, 2011 (the “Initial business day before the Firm Notes Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made Date or at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and least two business days before the Option SecuritiesNotes Closing Date (as defined below), as the case may be, in definitive formsetting forth the aggregate amount of Option Notes to be purchased and the time and date (if other than the Firm Notes Closing Date) of such purchase. Each Initial Purchaser agrees, registered in severally and not jointly, to purchase, on each Option Note Closing Date (as defined herein), if any, the aggregate principal amount of Option Notes (subject to such names and denominations adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total aggregate principal amount of Option Notes to be purchased on such Option Note Closing Date as the aggregate principal amount of Firm Notes set forth in Schedule I hereto opposite the name of such Initial Purchasers may request, against payment by Purchaser bears to the Initial Purchasers total number of Firm Notes. (b) Payment of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as for, and delivery of, the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form Firm Notes shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLPCIBC World Markets Corp., Eleven Times Square300 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York 10036 City time, on March 26, 2007 or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the “Firm Notes Closing Date”. In addition, in the event that any or all of the Option Notes are purchased by the Initial Purchasers, payment of the purchase price, and delivery of the certificates, for such Option Notes shall be made at the above-mentioned offices, or at such other place as shall be reasonably acceptable to agreed upon by the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of Representative and the Company, with The Depository Trust on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the “DTCOption Notes Closing Date”) or its designated custodian). The Firm Notes Closing Date and any Option Notes Closing Dates are called, and registered in individually, a “Closing Date” and, together, the name of Cede & Co.“Closing Dates.”

Purchase, Sale and Delivery. (a) On the basis The delivery of the representationsInitial Notes to be purchased by the Purchaser shall occur at the Hong Kong office of Weil, warrantiesGotshal & Mxxxxx LLP, agreements at 4:00 p.m., local time, at a closing on January 15, 2008, or on such other Business Day as may be agreed upon in writing by the Company and covenants the Purchaser (such date referred to herein contained and subject as the “First Closing Date”). (b) Subject to the terms and conditions herein set forthherein, within 30 days from and after the First Closing Date, the Purchasers shall have the option to require the Company agrees to issue issues the Option Notes on any Business Day that may be agreed upon in writing by the Company and sell the Purchasers, but in any event no later than seven (7) full Business Days after the exercise of said option, nor in any event prior to the Initial PurchasersFirst Closing Date, (such date referred to herein as the “Second Closing Date” and along with the First Closing Date, each, as applicable, a “Closing Date” and each of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representativesapplicable, when a “Closing”). The delivery of the Option Securities are Notes to be deliveredpurchased shall occur at the aforementioned office on such date. (c) Delivery Subject to the Initial Purchasers of terms and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7, 2011 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each caseconditions herein, at the New York City offices First Closing (or the Second Closing in the case of Proskauer Rose LLP. (d) The the Option Notes), the Company shall deliver to the Initial Purchasers Purchaser one or more global certificates representing the Initial Securities and the Notes or Option SecuritiesNotes, as the case may be, purchased by the Purchaser, in definitive form, each case registered in such names and denominations as the Initial Purchasers Purchaser may requestrequest (but not less than the minimum amount required by the Indenture), against payment by the Initial Purchasers Purchaser of the aggregate purchase price therefor for the Notes (as more specifically set forth in Schedule I hereto) by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate have theretofore designated to the Initial Purchasers at least two business days prior to the applicable Closing Date. Purchaser. (d) The certificates representing the Initial Securities and the Option Securities, as the case Notes may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to each be represented by one or more definitive global securities certificates in book-entry form form, will be deposited on the applicable respective Closing Date, by or on behalf of the CompanyCompany with BT Globenet Nominees Limited, with The Depository Trust Company as nominee for Deutsche Bank AG, London Branch as common depositary for Clearstream Banking, societe anonyme (or any successor securities agency) (“DTCClearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear,” together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of Cede & Co.Deutsche Bank AG, London Branch for further credit to Purchaser’s account. The Common Stock is approved for trading on the New York Stock Exchange (the “Trading Market”).

Purchase, Sale and Delivery. (a) On Upon the basis of the representations, warranties, agreements warranties and covenants herein contained representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the Initial PurchasersUnderwriters, and each of the Initial Purchasers agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, Company the respective principal amount numbers of the Initial Firm Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, A hereto opposite its name at a purchase price per share of 97.00% $6.42 (the “Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the aggregate principal amount thereof. Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (bii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company hereby grants to the Initial Purchasers an Underwriters the option to purchase up purchase, and upon the basis of the warranties and representations and subject to $10,000,000 aggregate principal amount the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of Option the Additional Securities at the same purchase price as set forth above in Section 3(a) Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Initial SecuritiesCompany and payable on the Firm Shares but not payable on such Additional Shares. Such This option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice being given to the Company by the RepresentativesCompany. Such Each such notice shall set forth the aggregate principal amount number of Option Additional Securities as to which the option is being exercised, exercised and the names in which the principal amount of Option date and time when Additional Securities are to be registereddelivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the denominations in time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the Option option shall have been exercised. The number of Additional Securities are to be issued and sold to each Underwriter shall be the date and time, as determined by number which bears the Representatives, when the Option Securities are to be delivered. (c) Delivery same proportion to the Initial Purchasers aggregate number of and payment for Additional Securities being purchased as the Initial number of Firm Securities shall be made at a closing (set forth opposite the “Initial Closing”) to be held at 10:00 a.m., New York time, name of such Underwriter on March 7, 2011 (the “Initial Closing Date”) and delivery Schedule A hereto bears to the Initial Purchasers aggregate number of and payment for any Option Firm Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”)subject, in each case, at to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Business Day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading and commercial banks in the City offices of Proskauer Rose LLP. (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.are open for business.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agreesPurchasers, severally and not jointly, agree to purchase from the Company, the respective aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.0097% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 40,000,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted solely for the purpose of covering over-allotments sales of Securities in excess of the sale number of Initial Securities. The option will expire 13 30 days after the Initial Closing Date (as defined below) date of the Final Offering Memorandum and may be exercised in whole or in part from time to time by written notice being given to the Company by the RepresentativesInitial Purchasers prior to such expiration. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the RepresentativesInitial Purchasers, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. If any Option Securities are to be purchased, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the principal amount of Option Securities that bears the same proportion to the total principal amount of Option Securities to be purchased as the total principal amount of Initial Securities such Initial Purchaser purchased bears to the total principal amount of Initial Securities purchased. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 7November 15, 2011 2018 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the a “Closing”) to be held at a date and time and place to be agreed specified by the Company and Initial Purchasers in the Representatives written notice of the Initial Purchasers’ election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, the a “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers). (d) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf Delivery of the Company, with Initial Securities and the Option Securities at each Closing Date shall be made through the facilities of The Depository Trust Company (“DTC”) or its designated custodian, and registered in unless the name of Cede & Co.Initial Purchasers shall otherwise instruct.

Purchase, Sale and Delivery. (a) On the basis of the --------------------------- representations, warranties, agreements warranties and covenants herein contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each of the Initial Purchasers agrees, Purchaser agrees severally and not jointly, jointly to purchase from the Company, the respective principal amount number of the Initial Securities Firm Shares set forth opposite such Initial Purchaser’s its name in on Schedule I hereto, at a . The purchase price of 97.00% of for the aggregate principal amount thereof. (b) Firm Shares shall be $25.00 per share. The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Initial Purchasers, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Initial Purchasers an option shall have the right to purchase up to $10,000,000 aggregate principal amount of Option Securities at from the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted Company, solely for the purpose of covering over-allotments in connection with sales of the sale of Initial Securities. The Firm Shares, at the purchase price per Depository Share, pursuant to an option will expire 13 days after (the Initial Closing Date (as defined below"over-allotment -------------- option") and which may be exercised in whole or in part at any time and from time to time by written notice being given prior to 10:00 ------ p.m., New York City time, on the 30th day after the date of the Offering Memorandum (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 900,000 Additional Shares. Upon any exercise of the over-allotment option, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as the Initial Purchasers may determine in order to avoid fractional Depository Shares) that bears the same proportion to the Company aggregate number of Additional Shares to be purchased by the RepresentativesInitial Purchasers as the number of Firm Shares set forth opposite the name of such Initial Purchaser on Schedule I hereto bears to the aggregate number of Firm Shares. (b) Delivery of, and payment of the purchase price for, the Firm Shares shall be made, against payment of the purchase price, at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, or such other location as may be mutually acceptable. Such notice delivery and payment shall set forth be made at 9:00 A.M. New York time, on July 9, 1997, or at such other time as shall be agreed upon by the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued Initial Purchasers and the Company. The time and date of such delivery and time, as determined by payment of the Representatives, when Firm Shares are herein called the Option Securities are to be delivered"Closing Date." ------------ (c) Delivery of, and payment of the purchase price for any Additional Shares to be purchased by the Initial Purchasers of and payment for the Initial Securities shall be made at a closing the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at such time and on such date (the “Initial Closing”) to "Option Closing Date"), which may ------------------- be held at 10:00 a.m.the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to, New York timeas shall be specified in a written notice from Bear, Xxxxxxx & Co, Inc., on March 7, 2011 (the “Initial Closing Date”) and delivery to behalf of the Initial Purchasers to purchase a number, specified in such notice, of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLPAdditional Shares. (d) The Company Firm Shares and any Additional Shares to be purchased hereunder shall deliver to initially be issued in the Initial Purchasers form of one or more certificates representing Global Securities (the Initial Securities "Global Securities"), registered in the name of Cede & Co., as nominee of ----------------- the Depository Trust Company ("DTC"), having a liquidation preference --- corresponding to the aggregate liquidation preference of the Firm Shares and the Option SecuritiesAdditional Shares, as the case may be, in definitive form, registered in such names and denominations . The Global Securities shall be delivered by the Company to the Initial Purchasers (or as the Initial Purchasers may request, direct) in each case with any transfer taxes payable upon initial issuance thereof duly paid by the Company against payment by the Initial Purchasers of the purchase price therefor by wire transfer of immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to order of the applicable Closing DateCompany. The certificates representing the Initial Global Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New Yorknot later than 9:30 a.m., New York 10036 (or such other place as shall be reasonably acceptable to City time, on the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co..

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agreesPurchasers, severally and not jointly, agree to purchase from the Company, the respective aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, hereto at a purchase price of 97.0097.5% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 45,000,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities, within a period of 13 calendar days from, and including, the Initial Closing Date (as defined below). Such option is granted for the purpose of covering over-allotments sales of Securities in excess of the aggregate principal amount of Initial Securities in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and Any election to purchase Option Securities may be exercised in whole or in part from time to time by written notice being given from the Representatives to the Company by Company, given at least one business day prior to the Representatives. Such notice shall set last day of such 13-day period, setting forth the aggregate principal amount of Option Securities to be purchased and the date on which such Option Securities are to be delivered, as determined by the Representatives but in no event earlier than the Initial Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than one or later than ten business days after the date of such notice. If any Option Securities are to which be purchased, each Initial Purchaser, severally and not jointly, agrees to purchase from the option is being exercised, the names in which Company the principal amount of Option Securities are that bears the same proportion to the total principal amount of Option Securities to be registered, purchased as the denominations in which the Option principal amount of Initial Securities are to be issued and purchased by such Initial Purchaser bears to the date and time, as determined by the Representatives, when the Option Securities are to be deliveredtotal principal amount of Initial Securities. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 7August 15, 2011 2014 (the “Initial Closing Date”) ), and delivery to the Initial Purchasers of and payment for any the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the a “Closing”) to be held at a date and time and place to be agreed specified by the Company and Representatives in the Representatives written notice of the Initial Purchasers’ election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, the a “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLPXxxxxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Representatives). (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York City offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 Xxxxxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersRepresentatives) not later than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis of the representationsrepresentations and warranties herein contained, warranties, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees and the Warrant Conversion Agents agree as follows: (a) It is understood that the Warrant Conversion Agents intend to issue and sell the Shares at the Offer Price. Nothing contained herein shall limit the right of the Warrant Conversion Agents, in their discretion, to determine the price or prices at which, or the time or times when, any such Shares shall be sold, whether or not prior to the Initial Purchasers, Warrant Expiration Date and each of the Initial Purchasers agrees, severally and whether or not jointly, to purchase from the Company, the respective principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereoffor long or short accounts. (b) The Company hereby grants to understands that from the Initial Purchasers an option date hereof until 5:00 P.M., Eastern Daylight Time, on the Warrant Expiration Date, the Warrant Conversion Agents shall be obligated to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments Warrants in the sale of Initial Securitiesopen market or otherwise, in such amounts and at times and prices as they may deem advisable and shall exercise all such Warrants so purchased by them. The option will expire 13 days after the Initial Closing Date (as defined below) and Warrant Conversion Agents agree to present for exercise all Warrants held by them. The Shares may be exercised in whole or in part sold by the Warrant Conversion Agents at prices prevailing from time to time by written notice being given to in the Company by the Representativesopen market. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7, 2011 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver pay to the Initial Purchasers one or more certificates representing Warrant Conversion Agents on the Initial Securities and Settlement Date (as hereinafter defined), the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment sum of $0.97 for each Warrant purchased by the Initial Purchasers Warrant Conversion Agents, exercised by the Warrant Conversion Agents into the Shares, and sold in the open market (the "Take-Up Fee"). For all Warrants exercised by any person after May 6, 1997 which are not subject to the Take-Up Fee, the Company agrees to pay on the Settlement Date to the Warrant Conversion Agents $0.40 per Warrant exercised (the "Non-Take-Up Fee"). The Company agrees to pay to the Warrant Conversion Agents the aggregate of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in bookNon-entry form will be deposited Take-Up Fees plus $40,000 on the applicable Closing Date, Settlement Date notwithstanding the termination of this Agreement by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.any party hereto.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agreesPurchasers, severally and not jointly, agree to purchase from the Company, the respective aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, hereto at a purchase price of 97.0097.25% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 67,500,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for , plus accrued interest from April 26, 2017 to the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial applicable Option Closing Date (as defined below) ). The option will expire 30 days after the date of the Final Offering Memorandum and may be exercised in whole or in part from time to time by written notice being given to the Company by the RepresentativesInitial Purchasers; provided that such option may be exercised only once. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. If any Option Securities are to be purchased, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the principal amount of Option Securities that bears the same proportion to the total principal amount of Option Securities to be purchased as the total principal amount of Initial Securities. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 7May 2, 2011 2017 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the a “Closing”) to be held at a date and time and place to be agreed specified by the Company and Representatives in the Representatives written notice of the Initial Purchasers’ election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, the a “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLPXxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Representatives). (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York City offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersRepresentatives) not later than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and each of the Initial Purchasers agrees, severally and not jointly, Purchaser agrees to purchase from the Company, the respective aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.0094.75% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers Purchaser an option to purchase up to $10,000,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments sales of Securities in excess of the aggregate principal amount of Initial Securities in the sale of Initial Securities. The option will expire 13 30 days after the Initial Closing Date (as defined below) date of the Final Offering Memorandum and may be exercised in whole or in part from time to time by written notice being given to the Company by the RepresentativesInitial Purchaser; provided that such option may be exercised only once. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the RepresentativesInitial Purchaser, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. (c) Delivery to the Initial Purchasers Purchaser of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 7February 19, 2011 2015 (the “Initial Closing Date”) and delivery to the Initial Purchasers Purchaser of and payment for any the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the a “Closing”) to be held at a date and time and place to be agreed specified by the Company and Initial Purchaser in the Representatives written notice of the Initial Purchaser’s election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, the a “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLPXxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser). (d) The Company shall deliver to the Initial Purchasers Purchaser one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers Purchaser may request, against payment by the Initial Purchasers Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Purchaser at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers Purchaser for inspection at the New York City offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersPurchaser) not later than 10:00 a.m. p.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. of the Securities and Representatives' Warrants. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder, severally and not jointly, agree to issue and sell to the Initial Purchaserseach Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder at a price of $________[___% of the Initial Purchasers agreespublic offering price] per Share, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company, the respective principal amount all or any part of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, an additional 375,000 shares of Common Stock at a purchase price of 97.00$________ [100% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securitiespublic offering price] per Share. The option granted hereby will expire 13 45 days after (i) the Initial Closing Date date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (as defined belowii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by written notice being given Xxxx, Xxxx to the Company by the Representatives. Such notice shall set setting forth the aggregate principal amount number of Option Securities as to which the several Underwriters are then exercising the option is being exercisedand the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by Ryan, Beck, but shall not be later than seven full business days after the names exercise of said option, nor in which any event prior to the principal amount of Closing Date, as hereinafter defined, unless otherwise agreed upon by Xxxx, Xxxx and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities are to shall be registered, delivered unless the denominations in which the Option Firm Securities are to shall be issued and the date and time, simultaneously delivered or shall theretofore have been delivered as determined by the Representatives, when the Option Securities are to be deliveredherein provided. (c) Delivery to Payment of the Initial Purchasers purchase price for, and delivery of and payment for certificates for, the Initial Firm Securities shall be made at a closing (the “Initial Closing”) to offices of Xxxx, Xxxx at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be held agreed upon by Xxxx, Xxxx and the Company. Such delivery and payment shall be made at 10:00 a.m., a.m. (New York City time) on _______________, on March 71999 or at such other time and date as shall be agreed upon by Xxxx, 2011 Xxxx and the Company, but not less than three (3) nor more than four (4) full business days after the “Initial effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date”) "). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery to the Initial Purchasers of and payment for any certificates for, such Option Securities shall be made at a closing (the “Option Closing” andabove mentioned office of Ryan, together with the Initial ClosingBeck, the “Closing”) to be held or at a time and such other place to as shall be agreed upon by Xxxx, Xxxx and the Company and the Representatives (the “on each Option Closing Date” andDate as specified in the notice from Xxxx, together with the Initial Closing Date, the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver Xxxx to the Initial Purchasers one or more Company. Delivery of the certificates representing for the Initial Firm Securities and the Option Securities, as if any, shall be made to the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, Underwriters against payment by the Initial Purchasers Underwriters, severally and not jointly, of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as for the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Firm Securities and the Option Securities, if any, by, at the discretion of the Underwriters, certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Company or the Selling Stockholder, as applicable, or wire transfer of same-day funds according to instructions provided by the Company or the Selling Stockholder, as applicable. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject in each case to such adjustments as Xxxx, Xxxx in its discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the Firm Securities and the Option Securities, 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 Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Securities and the Option Securities, in definitive form if any, shall be made available to the Initial Purchasers for inspection Representatives at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (such office or such other place as shall be reasonably acceptable the Representatives may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding Closing Date or the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable relevant Option Closing Date, by or on behalf as the case may be. (d) On the Closing Date, the Company shall issue and sell to the Representatives Representatives' Warrants at a purchase price of $.001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 250,000 shares of Common Stock. The Representatives' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Company, with Registration Statement at a price equaling one hundred twenty percent (120%) of the public offering price of the Shares. The Depository Trust Company (“DTC”) or its designated custodian, Representatives' Warrant Agreement and registered form of Warrant Certificate shall be substantially in the name of Cede & Co.form filed as Exhibit __ to the Registration Statement. Payment for the Representatives' Warrants shall be made on the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersUnderwriter, and each of the Initial Purchasers agrees, severally and not jointly, Underwriter agrees to purchase from the Company, the respective principal amount of the Initial Firm Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% $2.071875 per Firm Share (the “Firm Share Purchase Price”) and $.1171875 per Firm Warrant (the “Firm Warrant Purchase Price”). On the basis of the aggregate principal amount thereof. (b) The Company hereby grants representations, warranties, agreements and covenants herein contained and subject to the Initial Purchasers an option terms and conditions herein set forth, the Company agrees to sell to the Underwriter the Additional Shares and the Additional Warrants, and the Underwriter shall have the right to purchase up to $10,000,000 aggregate principal amount of Option Securities 1,612,500 Additional Shares at the same Firm Share Purchase Price and up to 1,612,500 Additional Warrants at the Firm Warrant Purchase Price. You may exercise this right with respect to just Additional Shares, just Additional Warrants or both, in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares, if any, and the number of Additional Warrants, if any, to be purchased by the Underwriter and the date on which such securities are to be purchased. Each purchase price as set forth above in Section 3(a) date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Initial SecuritiesFirm Securities nor later than ten business days after the date of such notice. Such option is granted Additional Shares and Additional Warrants may be purchased as provided in this Section solely for the purpose of covering over-allotments made in connection with the sale of Initial offering for the Firm Securities. The option will expire 13 days after the Initial Closing Date (as defined below) On each day, if any, that Additional Shares and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities Additional Warrants are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. sold (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7, 2011 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the an “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), the Underwriter agrees to purchase the number of Additional Shares and Additional Warrants specified in each casethe notice of exercise. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 180 days after the date of the Final Prospectus (the “Restricted Period”), (a) for its own account, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Securities and Exchange Commission (the “Commission”) relating to the offering for its own account of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-3 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Registration Statement, or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than pursuant to the Exchange Offer described within the Tender Offer Statement By Issuer dated April 18, 2006. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares and Warrants to be sold hereunder or (b) the issuance by the Company of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (iv) issuances to employees or directors. Payment for the Firm Securities to be sold by the Company shall be made to the Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Firm Securities for the account of the Underwriter through the facilities of The Depository Trust Company. Such payment and delivery shall be made at 10:00 A.M., New York City offices of Proskauer Rose LLP. (d) The time, on June 5, 2006, or at such other time on the same day or such other date, not later than June 5, 2006, as you and the Company shall deliver agree upon. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares and Additional Warrants shall be made to the Initial Purchasers one Company in federal or more certificates representing other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Additional Shares and Additional Warrants for the Initial Securities account of the Underwriter through the facilities of The Depository Trust Company at 10:00 A.M., New York City time, on the date specified in the corresponding notice or at such other time on the same or on such other date, in any event not later than July 5, 2006, as shall be designated in writing by you. The Firm Securities, the Additional Shares and the Additional Warrants shall be registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Securities, the Additional Shares and the Additional Warrants shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter, with any transfer taxes payable in definitive form, registered in such names connection with the transfer of the Shares and denominations as the Initial Purchasers may requestWarrants to the Underwriter duly paid, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.therefor.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agreesPurchasers, severally and not jointly, agree to purchase from the Company, the respective aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, hereto at a purchase price of 97.0097.35% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 52,500,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments sales of Securities in excess of the aggregate principal amount of Initial Securities in the sale of Initial Securities. The option will expire 13 30 days after the Initial Closing Date (as defined below) date of the Final Offering Memorandum and may be exercised in whole or in part from time to time by written notice being given to the Company by the RepresentativesInitial Purchasers; provided that such option may be exercised only once; and provided further that such option cannot be exercised unless the Option Securities will be fungible with the Initial Securities for purposes of U.S. federal income tax laws. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the RepresentativesInitial Purchasers, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. If any Optional Securities are to be purchased, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the principal amount of Option Securities that bears the same proportion to the total principal amount of Option Securities to be purchased as the total principal amount of Initial Securities. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 719, 2011 2018 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the a “Closing”) to be held at a date and time and place to be agreed specified by the Company and Initial Purchasers in the Representatives written notice of the Initial Purchasers’ election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, the a “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLPXxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers). (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York City offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-book- entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On Upon the basis of the representations, warranties, agreements warranties and covenants herein contained representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the Initial PurchasersUnderwriters, and each of the Initial Purchasers agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, Company the respective principal amount numbers of the Initial Firm Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, A hereto opposite its name at a purchase price per share of 97.00% $6.468 (the “Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the aggregate principal amount thereof. Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (bii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company hereby grants to the Initial Purchasers an Underwriters the option to purchase up purchase, and upon the basis of the warranties and representations and subject to $10,000,000 aggregate principal amount the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of Option the Additional Securities at the same purchase price as set forth above in Section 3(a) Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Initial SecuritiesCompany and payable on the Firm Shares but not payable on such Additional Shares. Such This option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice being given to the Company by the RepresentativesCompany. Such Each such notice shall set forth the aggregate principal amount number of Option Additional Securities as to which the option is being exercised, exercised and the names in which the principal amount of Option date and time when Additional Securities are to be registereddelivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the denominations in time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the Option option shall have been exercised. The number of Additional Securities are to be issued and sold to each Underwriter shall be the date and time, as determined by number which bears the Representatives, when the Option Securities are to be delivered. (c) Delivery same proportion to the Initial Purchasers aggregate number of and payment for Additional Securities being purchased as the Initial number of Firm Securities shall be made at a closing (set forth opposite the “Initial Closing”) to be held at 10:00 a.m., New York time, name of such Underwriter on March 7, 2011 (the “Initial Closing Date”) and delivery Schedule A hereto bears to the Initial Purchasers aggregate number of and payment for any Option Firm Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”)subject, in each case, at to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Business Day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading and commercial banks in the City offices of Proskauer Rose LLP. (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.are open for business.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and each of the Initial Purchasers agrees, severally and not jointly, Purchaser agrees to purchase from the Company, the respective aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.0097.15% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers Purchaser an option to purchase up to $10,000,000 26,250,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments sales of Securities in excess of the aggregate principal amount of Initial Securities in the sale of Initial Securities. The option will expire 13 30 days after the Initial Closing Date (as defined below) date of the Final Offering Memorandum and may be exercised in whole or in part from time to time by written notice being given to the Company by the RepresentativesInitial Purchaser; provided that such option may be exercised only once; and provided further that such option cannot be exercised unless the Option Securities will be fungible with the Initial Securities for purposes of U.S. federal income tax laws. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the RepresentativesInitial Purchaser, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. (c) Delivery to the Initial Purchasers Purchaser of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 7April 9, 2011 2018 (the “Initial Closing Date”) and delivery to the Initial Purchasers Purchaser of and payment for any the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the a “Closing”) to be held at a date and time and place to be agreed specified by the Company and Initial Purchaser in the Representatives written notice of the Initial Purchaser’s election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, the a “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLPXxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser). (d) The To the extent the Securities will be certificated, the Company shall deliver to the Initial Purchasers Purchaser one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers Purchaser may request, against payment by the Initial Purchasers Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Purchaser at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers Purchaser for inspection at the New York City offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersPurchaser) not later than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and each of the Initial Purchasers agrees, severally and not jointly, Purchaser agrees to purchase from the Company, the respective entire aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, Notes at a purchase price of 97.00100% of the aggregate principal amount thereof. (b) The thereof less the fee set forth in Section 4 of the letter agreement between the Company hereby grants to and the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at Purchaser dated June 16, 2006 (the same purchase price as set forth above in Section 3(a“Engagement Letter”) for (the Initial Securities“Net Consideration”). Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers of Purchaser of, and payment for for, the Initial Securities Notes shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York time, on March 7August 23, 2011 2006 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, ) at the New York City offices of Proskauer Rose Mayer, Brown, Rxxx & Maw LLP. . Payment for the Notes shall be made by the Initial Purchaser as follows: (di) a portion of the Net Consideration in an amount equal to the Initial Escrowed Funds Amount shall be provided by the Initial Purchaser, on behalf of the Company, to the Escrow Agent to be held in the Escrow Account in accordance with the terms of the Escrow Agreement (which the Company hereby authorizes the Initial Purchaser to provide to the Escrow Agent on its behalf) and (ii) the remainder of the Net Consideration shall be paid to the Company at its direction. The Company shall deliver to the Initial Purchasers Purchaser one or more certificates representing the Initial Securities and the Option Securities, as the case may be, Notes in definitive form, registered in such names and denominations as the Initial Purchasers initial Purchaser may request, against payment by the Initial Purchasers Purchaser of the purchase price therefor by immediately available federal Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Purchaser at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, Notes in definitive form shall be made available to the Initial Purchasers Purchaser for inspection at the New York offices of Proskauer Rose LLPMayer, Eleven Times SquareBrown, New York, New York 10036 Rxxx & Maw LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersPurchaser) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. of the Securities and Underwriter's Warrants. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, Underwriter and each of the Initial Purchasers agrees, severally and not jointly, Underwriter agrees to purchase from the Company, Company the respective principal amount of Firm Securities at the Initial Securities price per Unit as set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereofsubsection (c) below. (b) The In addition, on the basis of the representations, warranties, covenants and agreements, herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Securityholders listed in schedule II hereby grants an option to the Initial Purchasers an option Underwriter to purchase up to $10,000,000 aggregate principal amount an additional 191,250 shares of Option Securities Common Stock and 90,000 Redeemable Warrants at the same purchase price as per Share and Redeemable Warrant set forth above in Section 3(asubsection (c) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securitiesbelow. The option granted hereby will expire 13 45 days after the Initial Closing Date (as defined below) date of this Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by written notice being given the Underwriter to the Company by the Representatives. Such notice shall set setting forth the aggregate principal amount number of Option Securities as to which the Underwriter is then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Underwriter, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Date, as hereinafter defined, unless otherwise agreed to between the Underwriter and the Company. In the event such option is being exercised, exercised the names in which Underwriter shall purchase the principal amount total number of Option Securities are then being purchased. Nothing herein contained shall obligate the Underwriter to be registered, the denominations in which the purchase any over-allotments. No Option Securities are to shall be issued and delivered unless the date and time, Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as determined by the Representatives, when the Option Securities are to be deliveredherein provided. (c) Delivery to Payment of the Initial Purchasers purchase price for, and delivery of and payment for certificates for, the Initial Firm Securities shall be made at a closing (the “Initial Closing”) to offices of the Underwriter at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be held agreed upon by the Underwriter and the Company. Such delivery and payment shall be made at 10:00 a.m., a.m. (New York City time) on ___________, on March 7, 2011 1996 or at such other time and date as shall be agreed upon by the Underwriter and the Company but not less than three (3) nor more than thirty (30) business days after the “Initial Effective Date of the Registration Statement (such time and date of payment and delivery being hereafter called "Closing Date”) "). In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment of the purchase price for, and delivery to the Initial Purchasers of and payment certificates for any such Option Securities shall be made at a closing (the “Option Closing” and, together with above mentioned office of the Initial Closing, the “Closing”) to be held Underwriter or at a time and such other place to as shall be agreed upon by the Company Underwriter and the Representatives (the “Company on each Option Closing Date” and, together with Date as specified in the Initial Closing Date, notice from the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver Underwriter to the Initial Purchasers one or more Company. Delivery of the certificates representing for the Initial Firm Securities and the Option Securities, if any, shall be made to the Underwriter against payment of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company or the Sellers as the case may be, in definitive formby New York Clearing House funds, registered in such names certificates for the shares of Common Stock and denominations as Redeemable Warrants underlying the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Firm Securities and the Option Securities, 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 Underwriter may request in writing at least two (2) business days prior to Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the shares of Common Stock and Redeemable Warrants underlying the Firm Securities and the Option Securities, in definitive form if any, shall be made available to the Initial Purchasers for inspection Underwriter at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (such office or such other place as shall the Underwriter may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. The purchase price per Unit to be reasonably acceptable paid by the Underwriter to the Initial Purchasers) Company and the Sellers, for the Securities purchased hereunder will be the same for each Share and Redeemable Warrant will be $5.40 and $.22, respectively. Neither the Company nor the Sellers shall not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. be obligated to sell any Securities hereunder unless all Firm Securities to be represented sold by one or more definitive global securities in book-entry form will be deposited on the applicable Company are purchased hereunder. The Company agrees to issue and sell 1,200,000 Shares and 600,000 Redeemable Warrants and the Sellers agree to sell an aggregate of 75,000 Shares to the Underwriter. (d) On Closing Date, by or on behalf the Company shall issue and sell to the Underwriter Underwriter's Warrants at a purchase price of $10.00, which warrants shall entitle the holders thereof to purchase an aggregate of 120,000 Shares and 60,000 Warrants. The Underwriter's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the Effective Date of the Company, with Registration Statement at an initial exercise price equal to one hundred twenty percent (120%) of the initial public offering price of the Securities. The Depository Trust Company (“DTC”) or its designated custodian, Underwriter's Warrant Agreement and registered form of Warrant Certificate shall be substantially in the name of Cede & Co.form filed as Exhibit to the Registration Statement. Payment for the Underwriter's Warrants shall be made on the Closing Date.

Purchase, Sale and Delivery. (a) On Upon the basis of the representations, warranties, agreements warranties and covenants herein contained representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the Initial PurchasersUnderwriters, and each of the Initial Purchasers agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, Company the respective principal amount numbers of the Initial Firm Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, A hereto opposite its name at a purchase price of 97.0097.5% of the aggregate principal amount thereof. thereof (bthe “Purchase Price”), plus accrued interest, if any, from February 1, 2021 to the First Closing Date (as defined below). The Company is advised by the Representative that the Underwriters intend (i) The to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Initial Purchasers an Underwriters the option to purchase up purchase, and upon the basis of the warranties and representations and subject to $10,000,000 aggregate principal amount the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of Option the Additional Securities at the same purchase price as set forth above in Section 3(a) for Purchase Price, plus accrued interest, if any, from February 1, 2021 to the Initial Securities. Such option is granted date of payment and delivery, provided, however, the Additional Securities may be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the sale of Initial the Firm Securities. The No Additional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. This option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part by the Representative on behalf of the Underwriters at any time and from time to time on or before the thirteenth day following the date hereof, by written notice being given to the Company by the RepresentativesCompany. Such Each such notice shall set forth the aggregate principal amount of Option Additional Securities as to which the option is being exercised, exercised and the names in which the principal amount of Option date and time when Additional Securities are to be registereddelivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the denominations in time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the Option option shall have been exercised. The principal amount of Additional Securities are to be issued and sold to each Underwriter shall be the date and time, as determined by number which bears the Representatives, when the Option Securities are to be delivered. (c) Delivery same proportion to the Initial Purchasers aggregate principal amount of and payment for Additional Securities being purchased as the Initial number of Firm Securities shall be made at a closing (set forth opposite the “Initial Closing”) to be held at 10:00 a.m., New York time, name of such Underwriter on March 7, 2011 (the “Initial Closing Date”) and delivery Schedule A hereto bears to the Initial Purchasers aggregate number of and payment for any Option Firm Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”)subject, in each case, at to such adjustment as the Representative may determine to eliminate fractional shares). As used herein “Business Day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading and commercial banks in the City offices of Proskauer Rose LLP. (d) The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.are open for business.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agreesagrees to purchase from the Company, severally and not jointly, to purchase from the Company, the respective principal amount of the Initial Securities Notes set forth opposite the name of such Initial Purchaser’s name in Purchaser on Schedule I hereto, at a purchase price of 97.0097.5% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers an option to purchase up to $10,000,000 aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 days after the Initial Closing Date (as defined below) and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities Notes shall be made at a closing (the “Initial Notes Closing”) to be held at 10:00 9:00 a.m., New York time, on March 7December 18, 2011 (2003 at the “Initial Closing Date”) and delivery to New York offices of Xxxxxx & Xxxxxx LLP or at such other time, date or place as shall be agreed upon by the Initial Purchasers of and payment for any Option Securities shall be made at a closing (the “Option Closing” andPurchasers, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives Frontline (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) . The Company shall deliver to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, Notes in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal Federal funds bank wire transfer to such bank the escrow account or accounts maintained by Wilmington Trust Company, as escrow agent (“Escrow Agent”) under the Company shall designate to Escrow Agreement among the Escrow Agent, the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Securities Purchasers, Frontline and the Option Securitiesother parties thereto (the “Escrow Agreement”), for distribution, as the case may be, to the Company on the Escrow Release Date (as defined below), or to the Trustee in connection with the Special Mandatory Redemption, as defined in the Offering Circular, all in accordance with the Escrow Agreement. The certificates representing the Notes in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 Xxxxxx & Xxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. 5:00 p.m. New York time one on the business day immediately preceding the applicable Closing Date. Securities Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of its nominee, which is expected to be Cede & Co.

Purchase, Sale and Delivery. of the Securities and Underwriter's Warrants. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, Underwriter and each of the Initial Purchasers agrees, severally and not jointly, Underwriter agrees to purchase from the Company, Company the respective principal amount of Firm Securities at the Initial Securities price per Share as set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.00% of the aggregate principal amount thereofsubsection (c) below. (b) The In addition, on the basis of the representations, warranties, covenants and agreements, herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers an option Underwriter to purchase up to $10,000,000 aggregate principal amount an additional 120,000 shares of Option Securities Common Stock at the same purchase price as per Share set forth above in Section 3(asubsection (c) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securitiesbelow. The option granted hereby will expire 13 45 days after the Initial Closing Date (as defined below) date of this Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by written notice being given the Underwriter to the Company by the Representatives. Such notice shall set setting forth the aggregate principal amount number of Option Securities as to which the Underwriter is then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Underwriter, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Date, as hereinafter defined, unless otherwise agreed to between the Underwriter and the Company. In the event such option is being exercised, exercised the names in which Underwriter shall purchase the principal amount total number of Option Securities are then being purchased. Nothing herein contained shall obligate the Underwriter to be registered, the denominations in which the purchase any over-allotments. No Option Securities are to shall be issued and delivered unless the date and time, Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as determined by the Representatives, when the Option Securities are to be deliveredherein provided. (c) Delivery to Payment of the Initial Purchasers purchase price for, and delivery of and payment for certificates for, the Initial Firm Securities shall be made at a closing (the “Initial Closing”) to offices of the Underwriter at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be held agreed upon by the Underwriter and the Company. Such delivery and payment shall be made at 10:00 a.m., a.m. (New York City time) on ___________, on March 7, 2011 1997 or at such other time and date as shall be agreed upon by the Underwriter and the Company but not less than three (3) nor more than thirty (30) business days after the “Initial Effective Date of the Registration Statement (such time and date of payment and delivery being hereafter called "Closing Date”) "). In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment of the purchase price for, and delivery to the Initial Purchasers of and payment certificates for any such Option Securities shall be made at a closing (the “Option Closing” and, together with above mentioned office of the Initial Closing, the “Closing”) to be held Underwriter or at a time and such other place to as shall be agreed upon by the Company Underwriter and the Representatives (the “Company on each Option Closing Date” and, together with Date as specified in the Initial Closing Date, notice from the “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLP. (d) The Company shall deliver Underwriter to the Initial Purchasers one or more Company. Delivery of the certificates representing for the Initial Firm Securities and the Option Securities, as if any, shall be made to the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers may request, Underwriter against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as for the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Date. The certificates representing the Initial Firm Securities and the Option Securities, if any, to the order of the Company, by New York Clearing House funds, certificates for the shares of Common Stock underlying the Firm Securities and the Option Securities, 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 Underwriter may request in writing at least two (2) business days prior to Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the shares of Common Stock underlying the Firm Securities and the Option Securities, in definitive form if any, shall be made available to the Initial Purchasers for inspection Underwriter at the New York offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 (such office or such other place as shall be reasonably acceptable to the Initial Purchasers) not Underwriter may designate for inspection, checking and packaging no later than 10:00 9:30 a.m. New York time one on the last business day immediately preceding prior to Closing Date or the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable relevant Option Closing Date, by or on behalf of as the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.case may be.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each of the Initial Purchasers agrees, Purchaser agrees severally and not jointly, jointly to purchase from the Company, the respective principal that amount of the Initial Securities Senior Notes set forth opposite such Initial Purchaser’s its name in on Schedule I hereto, at a . The purchase price of 97.00for the Senior Notes shall be 97.75% of the aggregate principal amount thereof. (b) . The Company hereby grants also agrees, subject to all the terms and conditions set forth herein, to sell to the Initial Purchasers, and upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Initial Purchasers an option shall have the right to purchase up to $10,000,000 aggregate principal amount of Option Securities at from the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted Company, solely for the purpose of covering over-allotments in connection with sales of the sale Firm Notes, at the purchase price per note of Initial Securities. The 97.75% of the principal amount thereof plus accrued interest from the date of issuance of the Firm Notes to the date of closing of the Additional Notes, pursuant to an option will expire 13 days after (the Initial Closing Date (as defined below"over-allotment option") and which may be exercised in whole or in part from at any one time prior to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Representatives, when the Option Securities are to be delivered. (c) Delivery to the Initial Purchasers of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 7the 30th day after the date of the Offering Memorandum (or, 2011 (the “Initial Closing Date”) and delivery to the Initial Purchasers of and payment for any Option Securities if such 30th day shall be made at a closing (Saturday or Sunday or a holiday, on the “Option Closing” and, together with the Initial Closing, the “Closing”) to be held at a time and place to be agreed by the Company and the Representatives (the “Option Closing Date” and, together with the Initial Closing Date, the “Closing Date”), in each case, at next business day thereafter when the New York City offices Stock Exchange is open for trading), up to an aggregate principal amount of Proskauer Rose LLP. $50,000,000 of Additional Notes. Upon any exercise of the over-allotment option, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the number of Additional Notes (d) The Company shall deliver subject to the Initial Purchasers one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations adjustments as the Initial Purchasers may request, against payment determine in order to avoid fractional Notes) that bears the same proportion to the aggregate number of Additional Notes to be purchased by the Initial Purchasers as the number of Firm Notes set forth opposite the name of such Initial Purchasers as the number of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto bears to the aggregate number of Firm Notes. (b) Delivery of, and payment of the purchase price therefor by immediately available federal funds bank wire transfer to for, the Senior Notes shall be made, against payment of the purchase price, at the offices of Lathxx & Xatkxxx, 005 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, xx such bank account or accounts other location as the Company shall designate to the Initial Purchasers at least two business days prior to the applicable Closing Datemay be mutually acceptable. The certificates representing the Initial Securities Such delivery and the Option Securities, as the case may be, in definitive form payment shall be made available to the Initial Purchasers for inspection at the 9:00 A.M. New York offices of Proskauer Rose LLPtime, Eleven Times Squareon May 27, New York, New York 10036 (1998 or at such other place time as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.agreed upon by

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and each of the Initial Purchasers agrees, severally and not jointly, Purchaser agrees to purchase from the Company, the respective aggregate principal amount of the Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, at a purchase price of 97.0095% of the aggregate principal amount thereof. (b) The Company hereby grants to the Initial Purchasers Purchaser an option to purchase up to $10,000,000 in aggregate principal amount of Option Securities at the same purchase price as set forth above in Section 3(a) for the Initial Securities. Such option is granted for the purpose of covering over-allotments in the sale of Initial Securities. The option will expire 13 30 days after the Initial Closing Date (as defined below) date of the Final Offering Memorandum and may be exercised in whole or in part from time to time by written notice being given to the Company by the RepresentativesInitial Purchaser; provided that such option may be exercised only once and provided further that such option cannot be exercised unless the Option Securities will be fungible with the Initial Securities for purposes of U.S. federal income tax laws. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised, the names in which the principal amount of Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the RepresentativesInitial Purchaser, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Closing Date, and if later than the Initial Closing Date, shall not be earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. (c) Delivery to the Initial Purchasers Purchaser of and payment for the Initial Securities shall be made at a closing (the “Initial Closing”) to be held at 10:00 a.m., New York City time, on March 7April 15, 2011 2019 (the “Initial Closing Date”) and delivery to the Initial Purchasers Purchaser of and payment for any the Option Securities shall be made at a closing (the “Option Closing” and, together with the Initial Closing, the a “Closing”) to be held at a date and time and place to be agreed specified by the Company and Initial Purchaser in the Representatives written notice of the Initial Purchaser’s election to purchase the Option Securities (the “Option Closing Date” and, together with the Initial Closing Date, the a “Closing Date”), in each case, at the New York City offices of Proskauer Rose LLPWhite & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser). (d) The Company shall deliver to the Initial Purchasers Purchaser one or more certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form, registered in such names and denominations as the Initial Purchasers Purchaser may request, against payment by the Initial Purchasers Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Purchaser at least two business days prior to the applicable Closing DateClosing. The certificates representing the Initial Securities and the Option Securities, as the case may be, in definitive form shall be made available to the Initial Purchasers Purchaser for inspection at the New York City offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036 White & Case LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersPurchaser) not later than 10:00 a.m. New York City time one business day immediately preceding the applicable Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the applicable Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co. (e) The Company shall deliver to the Initial Purchaser, on the date of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of additional documentation necessary to comply with 31 CFR § 1010.230, and the Company undertakes to provide such additional supporting documentation as the Initial Purchaser may reasonably request in connection with the verification of the foregoing certification.