Common use of Representations, Warranties and Agreements of the Company Clause in Contracts

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that:: 2 (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act Act, and (iii) become effective under the Securities ActAct (other than any Rule 462 Registration Statement to be filed after the execution of this Agreement which will become effective no later than the day after the execution of this Agreement). Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, including all material incorporated by reference therein, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “"Prospectus” " means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “"Rule 462 Registration Statement”"), then any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 with respect F-1, including a prospectus, relating to the CompanySecurities. The registration statement relating to the Securities (Registration No. 333-[●]), as amended, at the Selling Stockholders and time it becomes effective, including the Stock has information (iif any) been prepared by the Company in conformity with the requirements deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430C under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and that in any case has not then been superseded or modified, is hereinafter referred to as the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement;” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of StockSecurities is hereinafter referred to as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof. The final prospectus relating to the Securities, as filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereafter referred to as the “Prospectus”. If the Company has filed an abbreviated registration statement statements to register additional shares of Common Stock Securities pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration StatementStatements”), then any reference herein to the term terms “Registration Statement” shall be deemed to include such the corresponding Rule 462 Registration Statement. The Commission Company has not issued any order preventing or suspending filed, in accordance with Section 12(b) of the use U.S. Securities Exchange Act of any Preliminary Prospectus.1934, as amended (the “Exchange Act”), a registration statement on Form 8-A to register the Ordinary Shares (Registration No. 001-[--]) For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-107676) with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the Underwriter. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereofthereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Underwriter pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means the prospectus supplement and the accompanying prospectus and all information incorporated by reference therein at such time, in the form first used to confirm sales of Stock. If Reference made herein to any Preliminary Prospectus or to the Company has filed an abbreviated registration statement Prospectus shall be deemed to register additional shares of Common Stock refer to and include any documents incorporated by reference therein pursuant to Rule 462(b) item 12 of Form S-3 under the Securities Act (Act, as of the “Rule 462 Registration Statement”)date of such Preliminary Prospectus or the Prospectus, then as the case may be, and any reference herein to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended ("Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any periodic report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-1, and amendments thereto, with respect to the Company, the Selling Stockholders and the Stock has have (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") and the rules and regulations (the “Rules "Rule and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereundergthereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 6(a) hereof and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to paragraph (1) or (4) of Rule 462(b424(b) under of the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration StatementRules and Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, the Underwriter and the Selling Stockholder, on and as of (i) the Time of Sale, (ii) the Closing Date and (iii) each Additional Closing Date, as applicable (each such date listed in (i) through (iii), a “Representation Date”), as follows: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 10(c) hereof. The Pricing Disclosure Package as of the Time of Sale did not, and as of the Closing Date and, if applicable, as of any Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 10(c) hereof. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement or omission in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the Underwriter and furnished in writing by or on behalf of the Underwriter expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus (it being understood that such information consists solely of the information specified in Section 10(c)). (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus and the Preliminary Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Underwriter, it has not made and will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act). Any such free writing prospectus relating to the Shares consented to by the Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has complied and will comply in all material respects with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor the Underwriter is disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Shares contemplated by the Registration Statement. (c) The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Permitted Free Writing Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and their results of operations, stockholders’ equity and cash flows for the periods specified, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The other historical financial and statistical information and data included in the Registration Statement, the Pricing Disclosure Package, Prospectus or any Permitted Free Writing Prospectus are, in all material respects, fairly presented. (e) Except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus, since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus, (i) there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries and there has not been a Material Adverse Effect (as defined below), (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, except for such liabilities or obligations that, individually or in the aggregate, would not have a Material Adverse Effect and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except for such losses that, individually or in the aggregate, would not have a Material Adverse Effect. As used herein, “Material Adverse Effect” means a material adverse effect on the earnings, business, properties, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries taken as a whole.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement The Company and each of its subsidiaries have been duly organized, is validly existing and in good standing (where such concept is applicable) as a corporation or other business entity under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties, business or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”). The Company and each of its subsidiaries have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged. None of the subsidiaries of the Company (other than those disclosed as significant subsidiaries (collectively, the “Significant Subsidiaries”) in the Company’s annual report on Form S-1 with respect to the Company20-F filed on June 10, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended 2019 (the “Securities ActAnnual Report”), and the rules and regulations ) is a “significant subsidiary” (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective as defined in Rule 405 under the Securities Act. Copies of such registration statement ). (b) The Company has an authorized capitalization as set forth in the Annual Report, and each all of the amendments thereto issued shares of capital stock of the Company have been delivered duly authorized and validly issued, are fully paid and non-assessable, conform in all material respects to the description thereof contained in the Annual Report and were issued in compliance with U.S. federal and state and foreign securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued, conform in all material respects to the description thereof contained in the Annual Report and were issued in compliance with U.S. federal and state securities laws. Except as disclosed in the Annual Report, all of the issued shares of capital stock or other ownership interest of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Subject to obtaining the Requisite Shareholder Approvals, the Shares to be issued and sold by the Company to you. As used the Purchaser hereunder have been duly authorized and, upon payment and delivery in accordance with this Agreement, “Effective Time” means will be validly issued, fully paid and non-assessable, will conform in all material respects to the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information description thereof contained in the final prospectus filed Annual Report, will be issued in compliance with U.S. federal and state securities laws and the Commission pursuant to Rule 424(blaws of Mauritius and will be free of statutory and contractual preemptive rights, rights of first refusal and similar rights. “Requisite Shareholder Approval” means (i) the approval by at least a simple majority of the Rules and Regulations and deemed to be votes cast at a part duly called meeting of holders of the registration statement as Equity Shares for the issuance of Equity Shares comprising more than 10% of the Effective Time pursuant to Rule 430A share capital of the Rules Company and Regulations; and “Prospectus” means (ii) the prospectus in approval by at least 75% of the form first used votes cast at a duly called meeting of holders of the Equity Shares for the non-application of Section 55 of the Mauritius Companies Act to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectusissuance.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-10875), and amendments thereto, with respect to the Company, the Selling Stockholders and the Stock has have (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the lead managers (the "Lead Managers") of the International Managers. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment amendments thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 5(a) hereof and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; Regulations and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated includes any registration statement relating to register additional shares of Common the Stock that is filed and declared effective pursuant to Rule 462(b) under the Securities Act Act; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration StatementRules and Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-1 (File No. 333-[_____]) with respect to the Company, the Selling Stockholders and the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The registration statement contains a prospectus to be used in connection with the offering and sale of the Shares. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representatives (the "REPRESENTATIVES") of the Underwriters. As used in this Agreement, “Effective Time” "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” "EFFECTIVE DATE" means the date of the Effective Time; “Preliminary Prospectus” "PRELIMINARY PROSPECTUS" means each the prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations, provided, however, that the term "Preliminary Prospectus" shall not include any prospectus submitted confidentially to (and not filed with) the Commission; “Registration Statement” "REGISTRATION STATEMENT" means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 6(a) hereof and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” "PROSPECTUS" means the prospectus in the form first used filed with the Commission pursuant to confirm sales Rule 424(b) of Stockthe Rules and Regulations. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Ordinary Shares pursuant to Rule 462(b) under the Securities Act (the “Rule "RULE 462 Registration Statement”REGISTRATION STATEMENT"), then any reference herein to the term “Registration Statement” "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. The Commission has Subject to compliance by the Underwriters with the provisions of the final paragraph of Section 4 of this Agreement, the Company is not issued any order preventing or suspending required to publish a prospectus in Israel under the use laws of any Preliminary Prospectusthe State of Israel.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 with respect (File No. 333-173808) relating to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, ; (ii) been filed with the Commission under the Securities Act Act; and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments any amendment thereto have been delivered by the Company to you. As used in this Agreement, you as the representatives (the “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(aRepresentatives”) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration StatementUnderwriters. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusProspectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or threatened by the Commission. (b) The Company was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Stock, is not on the date hereof and will not be on the applicable Delivery Date (as defined in Section 5), an “ineligible issuer” (as defined in Rule 405 under the Securities Act). (c) The Registration Statement conformed and will conform in all material respects on the Effective Date and on the applicable Delivery Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the rules and regulations thereunder. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Securities Act and on the applicable Delivery Date to the requirements of the Securities Act and the rules and regulations thereunder.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each Underwriter that: (a) A registration statement on Form S-1 with respect (File No. 333-29959) relating to the Company, the Selling Stockholders and the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “Rules and Regulations”Regulations (as defined below) of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) thereunder and has been filed with the Commission under the Securities Act and (iii) become effective under the Securities ActCommission. Copies of such registration statement and each any amendments, and all forms of the amendments thereto related prospectuses contained therein, previously filed by the Company with the Commission have been delivered to you and the Company has consented to the Underwriter's use of such copies for the purposes permitted by the Company to youSecurities Act. As used in this Agreement, “Effective Time” means the date and the time as of which such Such registration statement, or including the most recent post-effective amendment prospectus, Part II and all exhibits thereto, if anyas amended at the time when it shall become effective, was declared effective by is herein referred to as the Commission; “Effective Date” means "Registration Statement," and the date prospectus included as part of the Effective Time; “Preliminary Prospectus” means each Registration Statement on file with the Commission that discloses all the information that was omitted from the prospectus included on the effective date pursuant to Rule 430A of the Rules and Regulations with any changes contained in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with your consent after the consent effective date of the Representatives Registration Statement, is herein referred to as the "Final Prospectus." Such amendments to such Registration Statement as may have been required prior to the date hereof have been filed with the Commission; and the Company will file such additional amendments to such Registration Statement and such amended prospectuses as may hereafter be required. If the Registration Statement has been declared effective under the Securities Act by the Commission, the Company has prepared and will promptly file with the Commission the information omitted from the Registration Statement pursuant to Rule 424(a430A(a) of the Rules and Regulations; “Registration Statement” means such registration statement, Regulations as amended at part of an amendment or supplement to the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and Regulations or as part of a post-effective amendment to the Registration Statement (including an amended prospectus); otherwise the Company has prepared and deemed will promptly file an amendment to be a the Registration Statement (including an amended prospectus). The prospectus included as part of the registration statement Registration Statement on the date when the Registration Statement became effective is referred to herein as the "Effective Prospectus"; any prospectus included in the Registration Statement of the Company and in any amendments thereto prior to the effective date of the Registration Statement is referred to herein as a "Pre-Effective Time pursuant to Prospectus." For purposes of this Agreement, "Rules and Regulations" mean the rules and regulations adopted by the Commission under either the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and "affiliate" shall have the definition specified in Rule 430A 405 of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-115103) with respect to the Company, the Selling Stockholders and the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) has been filed with the Commission under the Securities Act and (iii) has become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youthe Underwriters. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Underwriters pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (“Rule 424(b)”) and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed or files an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the several Underwriters that: (ai) A The Company has complied with the conditions and meets the requirements for use of Form SB-2, and a registration statement on Form S-1 SB-2 (File No. 333-____) in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective with respect to the CompanyStock, including any preeffective 2 prospectuses included as part of the Selling Stockholders registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"), and the Stock rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, copies of which have heretofore been delivered to you, has (i) been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) has been filed with the Commission under the Securities Act Act; one or more amendments to such registration statement, including in each case an amended preeffective prospectus, copies of which amendments have heretofore been delivered to you, have been so prepared and (iiifiled. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the registration statement will be filed and must be declared effective before the offering of the Stock may commence, the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective amendment. The term "Registration Statement" as used in this Agreement shall also include any registration statement relating to the Stock that is filed and declared effective pursuant to Rule 462(b) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As The term "Prospectus" as used in this Agreement, “Effective Time” Agreement means the date and prospectus in the time as of which such registration statementform included in the Registration Statement, or or, (A) if the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective the Registration Statement omits information in reliance on Rule 430A under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained is included in the final a prospectus filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations and deemed to be a part of Securities Act, the registration statement term "Prospectus" as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” used in this Agreement means the prospectus in the form first used to confirm sales included in the Registration Statement as supplemented by the addition of Stock. If the Company has Rule 430A information contained in the prospectus filed an abbreviated registration statement to register additional shares of Common Stock with the Commission pursuant to Rule 462(b424(b) and (B) if prospectuses that meet the requirements of Section 10(a) of the Securities Act are delivered pursuant to Rule 434 under the Securities Act, then (i) the term "Prospectus" as used in this Agreement means the "prospectus subject to completion" (as such term is defined in Rule 434(g) under the Securities Act) as supplemented by (a) the addition of Rule 430A information or other information contained in the form of prospectus delivered pursuant to Rule 434(b)(2) under the Securities Act or (b) the “Rule 462 Registration Statement”), then any reference herein to information contained in the term “Registration Statement” sheets described in Rule 434(b)(3) under the Securities Act, and (ii) the date of such prospectuses shall be deemed to include such Rule 462 Registration Statementbe the date of the term sheets. The Commission has not issued any order preventing or suspending term "Preeffective Prospectus" as used in this Agreement means the use prospectus subject to completion in the form included in the Registration Statement at the time of any Preliminary Prospectus.the initial filing of the

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-1 S-11 (No. 333-117848), and any amendments thereto, with respect to the Company, the Selling Stockholders and the Stock Shares has (i) been prepared by the Company REIT in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the any amendments thereto have been delivered by the Company REIT to youyou as the Representative of the Underwriters. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereofthereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company REIT with the consent of the Representatives Representative pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the prospectus in Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the form first used to confirm sales of StockRules and Regulations. If the Company has filed an abbreviated Any registration statement (including any amendment or supplement thereto or information which is deemed to be a part thereof) filed by the REIT to register additional shares of Common Stock pursuant to Shares under Rule 462(b) of the Rules and Regulations (“Rule 462(b) Registration Statement”) shall be deemed a part of the Registration Statement. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the REIT will have complied or will comply with the requirements of Rule 111 under the Securities Act (relating to the “Rule 462 payment of filing fees therefor. The REIT has not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement”, the Preliminary Prospectus (as hereinafter defined), then the Prospectus or any reference herein other materials, if any, permitted by the Act (and which were disclosed in advance in writing to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusUnderwriters and Underwriters’ counsel).

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, each of the Underwriters as of the date hereof, and as of the First Closing Date (as defined in Section 3(a) below) and the Option Closing Date (as defined in Section 3(b) below), if any, as follows: (a) A The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement statement, and an amendment or amendments thereto, on Form S-1 with respect to (File No. 333-86332) including any related preliminary prospectus (the Company"Preliminary Prospectus") for the registration of the Securities under the Securities Act of 1933, as amended (the Selling Stockholders "Securities Act"), which registration statement and the Stock has (i) amendment or amendments thereto have been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youthe Underwriters. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Underwriters pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement Registration Statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “"Prospectus” " means the prospectus in the form first used to confirm sales of StockShares. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “"Rule 462 Registration Statement”"), then any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462 Registration Statement. The Neither the Commission nor any state regulatory authority has not issued any order preventing or suspending the use of any Preliminary ProspectusProspectus or the Registration Statement or any part of any thereof and no proceedings for a stop order suspending the effectiveness of the Registration Statement or any of the Company's securities have been instituted or are pending or to the Company's knowledge, threatened.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, you that: (a) A registration statement on Form S-1 The Company has prepared and filed with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “"Commission”") a Registration Statement (File No. 0-29540) on Form 10-SB and prepared and filed one or more amendments thereto covering the registration of the Shares under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) The Registration Statement (and any post effective amendment thereto) will fully comply with the applicable provisions of the Exchange Act and the Rules and Regulations thereunder, and that Registration Statement does not contain any untrue statement of a material fact and does not omit to state any material fact required to be stated therein or necessary in order to make the statement therein not misleading, and at all subsequent times thereto up to and including the Closing Date. The Registration Statement (iiand the Offering Circular as amended or supplemented) complies with the provisions of the Exchange Act and the Rules and Regulations thereunder and does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Vancouver, British Columbia and the Company has full power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Circular and as being conducted, and is in compliance in all material respects with the laws requiring its qualification to do business as a foreign corporation in all other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification. (d) The Shares have been duly authorized, and when issued and delivered as contemplated by this Agreement, will have been validly issued and will be fully paid and nonassessable, and conform to the description thereof contained in the Offering Circular. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares as contemplated herein. (e) This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms and is in all respects in full compliance with all applicable provisions of the securities laws. (f) The execution and delivery of this Agreement, and the performance by the Company hereunder and thereunder will not conflict with, result in a breach or violation of or constitute a default under any agreement or instrument to which the Company is a party or the corporate charter or by-laws of the Company or any law, order, rule, regulation, decree or injunction of any jurisdiction, court or governmental agency or body, and no consent, approval, authorization or order of, or filing with any governmental agency or body is required for the performance by the Company of this Agreement, with the exception of the filing with the Vancouver Stock Exchange. (g) The Registration Statement, as originally filed or as amended and supplemented, if the Company shall have filed with the Commission under any amendment thereof or supplement thereto complies with the applicable provisions of the Securities Exchange Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations thereunder and deemed does not contain any untrue statement of a material fact and does not omit to state any material fact required to be a part stated therein or necessary in order to make the statements therein, in light of the registration statement as circumstances under which they were made, not misleading. (h) The Company has not given any information or made any representations in connection with the offering of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus Shares, written or oral, other than as contained in the form first used to confirm sales of Stock. If Offering Circular or the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees (i) on and as of the date hereof, (ii) on and as of the date the Prospectus or other Remarketing Materials (each as defined in Section 3(a) below) are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date, and (iv) on and as of the Purchase Contract Settlement Date that: (a) A registration statement or registration statements on Form S-1 with respect to the Company, the Selling Stockholders S-4 (file no. 333-33896) and the Stock has amendment or amendments thereto filed on or before the date hereof in respect of the Units, including the Purchase Contracts and the Debentures underlying the Units, and the Issuable Common Stock, have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; a registration statement on an appropriate form, if required to be filed in connection with the Remarketing, may also be prepared by the Company in conformity with the requirements of the Securities Act and the Rules and Regulations and filed with the Commission under the Securities Act; and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). Copies of such registration statement or registration statements and each of the amendment or amendments thereto to such registration statements have been delivered by the Company to youthe Remarketing Agent in the form declared effective by the Commission. As used in this Agreement, “"Effective Time” " means the date and the time as of which the last of such registration statementstatements that have become effective or may be filed, or the most recent post-post- effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective TimeTime of such last registration statement; “Preliminary Prospectus” Prospectus means each prospectus included in such last registration statement, or amendments thereofamendment thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the Remarketing Agent's consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such last registration statement, as amended at the its Effective Time, including documents incorporated by reference therein at such time and, if applicable, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and Regulations, including any information deemed to be a part of the registration statement such Registration Statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means the prospectus in the form such final prospectus, as first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus, the Prospectus or any other information furnished by the Company to the Remarketing Agent for distribution to investors in connection with the Remarketing (the "Remarketing Materials") shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 11 of Form S-4 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, or, in the case of Remarketing Materials, referred to as incorporated by reference therein, and any reference to any amendment or supplement to any Preliminary Prospectus, the Prospectus or the Remarketing Materials shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Rule 462 Registration Statement”"Exchange Act"), then after the date of such Preliminary Prospectus or the Prospectus or, if so incorporated, the Remarketing Materials, as the case may be; and any reference herein to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-1, and amendments thereto, with respect to the Company, the Selling Stockholders and the Stock has have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youXxxxxx Brothers Inc. and X.X. Xxxxxx Securities Inc. as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and including any registration statement registering additional shares of Common Stock filed with the Commission pursuant to Rule 462(b) of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to paragraph (1) or (4) of Rule 462(b424(b) under of the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration StatementRules and Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company Each of the Xxxxxx Companies represents, warrants and agrees that: (a) A registration statement on Form S-1 (Registration No. 333-114840), and amendments thereto, with respect to the Company, the Selling Stockholders Notes and the Stock Guarantees has (i) been prepared by the Company in conformity with the requirements of become effective under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youXxxxxx Brothers Inc. as the representative (the “Representative”) of the Underwriters. As used in this underwriting agreement (the “Agreement”), “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the United States Securities and Exchange Commission (the “Commission”); “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Representative pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”); “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stockthe Notes. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock notes pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.Registration

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees (i) on and as of the date hereof, (ii) on and as of the date the Prospectus Supplement or other Remarketing Materials (each as defined in Section 3(b) below) are first distributed in connection with the Remarketing (the "Commencement Date"), and (iii) on and as the Initial Remarketing Date and, if applicable, any Subsequent Remarketing Date and the Final Remarketing Date that: (a) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. (b) A registration statement on Form S-1 S-3 (File No. _________) and an amendment or amendments thereto with respect to the Company, initial offering of the Selling Stockholders and the Stock Senior Notes has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; a registration statement on Form S-3, if required to be filed in connection with the Remarketing, also may be prepared by the Company in conformity with the requirements of the Securities Act and the Rules and Regulations and filed with the Commission under the Securities Act; and the Indenture has been qualified under the Trust Indenture Act. Copies of such registration statement or registration statements that have become effective, and each of the amendment or amendments thereto to such registration statements, have been delivered by the Company to you. As used the Remarketing Agent, in this Agreementthe case of documents not electronically available through the Commission's XXXXX filing system and, “Effective Time” means in the date and case of documents that are so available, to the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective extent requested by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusRemarketing Agent.

Representations, Warranties and Agreements of the Company. The Company hereby represents, warrants and agrees thatcovenants to the Placement Agent as of the date hereof, and as of the date of the Closing, as follows, except as otherwise disclosed in the Securities Purchase Agreement or the schedules or exhibits thereto: (a) A Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-1 with respect to S-3 (File No. 267921), including any related prospectus or prospectuses, for the Company, registration of the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act (the “Securities Act Regulations”) contains and (iii) become effective will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement on file with the Commission at any given time, financial statements, exhibits, schedules and all other documents filed as a part thereof or incorporated pursuant to Item 12 of Form S-3 under the Securities Act. Copies of Act at such registration statement time and each the documents and information deemed to be a part thereof or included therein as of the amendments thereto have been delivered by the Company to you. As used in this Agreement, effective date (“Effective Time” means Date”) of the date and Registration Statement (as defined below) pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement”. The Registration Statement at the time it originally became effective is referred to herein as of which such registration statement, or the most recent post-effective amendment thereto, if any, “Initial Registration Statement”. The Registration Statement was declared effective by the Commission; “Effective Date” means Commission on October 26, 2022. The prospectus in the date of the Effective Time; “Preliminary Prospectus” means each prospectus included form in such registration statement, or amendments thereof, before which it became effective under the Securities Act and any prospectus was filed with the Commission by in connection with the Initial Registration Statement is herein called the “Base Prospectus”. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus”. Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the consent Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of the Representatives pursuant to Rule 424(a430B and Rule 424(b) of the Rules and Securities Act Regulations; “Registration Statement” means such registration statement. Such final prospectus supplement (including the Base Prospectus as so supplemented), as amended at the Effective Time, including all information contained in the final prospectus form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (is herein called the “Rule 462 Registration Statement”), then any Prospectus.” Any reference herein to the term “Registration Statement” Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectusprospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “"Prospectus” " means the prospectus in the form first used to confirm sales of StockShares. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “"Rule 462 Registration Statement”"), then any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to each Underwriter as of the date hereof, warrants as of the date of the applicable Pricing Agreement and as of each Time of Delivery referred to in Section 3 hereof, and agrees thatwith each Underwriter as follows: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the The Company in conformity with meets the requirements for use of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission Form S-3 under the Securities Act and (iii) become effective under the Securities ActAct Regulations and the conditions for use of Form S-3, as set forth in the general instructions thereto, have been satisfied. Copies of The Company has filed with the Commission the Registration Statement and has filed such registration statement and each of the amendments thereto as may have been delivered by the Company required to you. As used in this Agreement, “Effective Time” means the date and the time as of hereof. The Registration Statement (which such registration statement, or the most recent includes any post-effective amendment thereto, if any, was ) has been declared effective by the Commission; “Effective Date” means no stop order suspending the effectiveness of such Registration Statement has been issued; and no proceeding for that purpose has been initiated or threatened by the Commission; (b) The Registration Statement and the Prospectus, at the time the Registration Statement and any amendments thereto became effective and as of the date hereof, as of the date of the Effective Time; “Preliminary Prospectus” means applicable Pricing Agreement and as of each prospectus included Time of Delivery, complied in such registration statement, or amendments thereof, before it became effective under all material respects with the applicable requirements of the Securities Act and the Securities Act Regulations. The Registration Statement, at the time the Registration Statement and any amendments thereto became effective and as of the date hereof, as of the date of the applicable Pricing Agreement and as of each Time of Delivery, did not, and will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the time the Registration Statement and any amendments thereto became effective and as of the date hereof, as of the date of the applicable Pricing Agreement and as of each Time of Delivery (unless the term "Prospectus" refers to a prospectus filed with which has been provided to the Commission Underwriters by the Company for use in connection with the consent offering of the Representatives pursuant to Rule 424(a) of Shares which differs from the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules Securities Act Regulations, in which case also at the time the Prospectus is first provided to the Underwriters for such use) did not, and Regulations will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The two preceding sentences do not apply to information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein (the "Underwriters' Information"). For purposes of this Section 1(b), all references to the Registration Statement, any post-effective amendments thereto and the Prospectus shall be deemed to include, without limitation, any electronically transmitted copies thereof, including, without limitation, any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system ("EDGAX"); (c) The documents incorporated by reference or deemed to be incorporated by reference in the Prospectus, when they became effective and at the time they were filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the "Exchange Act Regulations"), and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the Exchange Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (d) The Company and each of its subsidiaries have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation, are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such power or authority would not have, singularly or in the aggregate, a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries taken as a whole; (e) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are not subject to preemptive or similar rights and conform to the description thereof contained in the Prospectus; (f) The Shares have been duly and validly authorized, and, when the Designated Shares are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Shares, such Designated Shares will be duly and validly issued and fully paid and non-assessable and are not subject to preemptive or similar rights; the Shares conform to the description thereof contained in the Registration Statement and the Designated Shares will conform to the description thereof contained in the Prospectus as amended or supplemented with respect to such Designated Shares; (g) This Agreement has been duly authorized, executed and delivered by the Company; (h) The issue and sale of the Shares, and the compliance by the Company with all of the provisions of this Agreement and any Pricing Agreement and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject and which conflict, breach, violation or default would have a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries taken as a whole, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and except for the registration of the Shares under the Securities Act, such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or any Pricing Agreement and the consummation of the transactions contemplated hereby and thereby; (i) The financial statements (including the related notes and supporting schedules) filed as part of the registration statement Registration Statement or included or incorporated by reference in the Prospectus present fairly in all material respects the financial condition and results of operations of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved except as disclosed therein; (j) Other than as set forth or incorporated by reference in the Registration Statement and in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, singularly or in the aggregate, are reasonably likely to have a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries taken as a whole; and to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (k) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which is material to the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus; and since the respective dates as of which information is given in the Effective Time Prospectus, there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries (other than pursuant to Rule 430A of employee stock option and dividend reinvestment plans or the Rules and Regulations; and “Prospectus” means the prospectus Company's common stock repurchase program as set forth or contemplated in the form first used to confirm sales of Stock. If Prospectus) or any material adverse change, or any development which the Company has filed an abbreviated reasonable cause to believe will involve a material adverse change, in or affecting the management, financial position, stockholder's equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus; (l) The accountants who certified the financial statements and supporting schedules included or incorporated by reference into the Registration Statement and Prospectus are independent public accountants as required by the Securities Act and the Securities Act Regulations; and (m) Other than as set forth or incorporated by reference in the Registration Statement and in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (with respect to any securities of the “Rule 462 Registration Statement”), then any reference herein Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the term “Registration Statement” Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act. Any certificate signed by any officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending each Underwriter as to the use of any Preliminary Prospectusmatters covered thereby.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to you, warrants and agrees with you, that: (a) A registration statement on Form S-1 with respect to the CompanyThe Registration Statement, the Selling Stockholders including each Preliminary Prospectus and the Stock Prospectus, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities Regulations thereunder and Exchange Commission (the “Commission”) thereunder, (ii) has been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of Commission; such registration statement amendments to such Registration Statement, and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date Preliminary Prospectus and the time as of which Prospectus and such abbreviated registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives statements pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and deemed to be a part of filed with the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and RegulationsCommission; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an will file such additional amendments to such Registration Statement, Preliminary Prospectuses and Prospectus and such abbreviated registration statements as may hereafter be required. Copies of such Registration Statement, Preliminary Prospectuses and Prospectus, including all amendments thereto, and of any abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under of the Securities Act Rules and Regulations have been or, if filed after the Commencement Date, will be, delivered to you and your counsel; (the “Rule 462 b) The Registration Statement”), then any reference herein to including a Preliminary Prospectus, has been filed with the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission and will become effective within a reasonable period of time following execution of this Agreement; and the Commission has not issued or to the Company’s knowledge threatened to issue any order refusing or suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or Prospectus or instituted or to the Company’s knowledge threatened to institute proceedings for that purpose. The Registration Statement, each Preliminary Prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, the Exchange Act and the applicable Rules and Regulations of the Commission thereunder; (c) At the respective times the Registration Statement (or any post effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act) is or was declared effective by the Commission, and at the Closing Date, (i) the Registration Statement (as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, and (ii) the Registration Statement (as so amended and/or supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, specifically for use in the preparation thereof; (d) None of any Preliminary Prospectus or the Prospectus., or any amendments or supplements thereto, at the time they were or are issued, contained or will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were or are made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, specifically for use in the preparation thereof. Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto conformed or will conform in all material respects to the requirements of the Securities Act, the Exchange Act and the Rules and Regulations, and each Preliminary Prospectus and the Prospectus delivered to you for use in connection with the Offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T; (e) As of the Applicable Time, neither (A) the Issuer-Represented General Free Writing Prospectus(es), if any issued at or prior to the Applicable Time, the Statutory Prospectus, nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A An “automatic shelf registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and on Form S-3 (File No. 333-207652) in respect of the rules and regulations (the “Rules and Regulations”) of Securities has been filed with the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with not earlier than three years prior to the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies date of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which ; such registration statement, or the most recent and any post-effective amendment thereto, if any, was declared became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission; “Effective Date” means the date , and no notice of objection of the Effective TimeCommission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; “Preliminary Prospectus” means each prospectus included in the various parts of such registration statement, or amendments thereof, before it became effective under including all exhibits thereto (other than the Statements of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus that is filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations Securities Act and deemed by Rule 430B under the Securities Act to be a part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the Effective Time Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is hereinafter called the “Base Prospectus”; the final prospectus supplement to such prospectus (including the Base Prospectus) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 430A of 424(b) under the Rules and Regulations; and Securities Act, is hereinafter called the “Prospectus” means ”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the prospectus Securities, in the form first used filed or to confirm sales of Stock. If be filed with the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to Rule 462(b424(b), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Rule 462 Registration StatementTrust Indenture Act”), then and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any reference herein amendment thereto, as of their applicable effective dates relating to the term “Registration Statement” shall Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be deemed stated therein or necessary to include such Rule 462 Registration Statement. The Commission has make the statements therein not issued any order preventing or suspending the use of misleading, (ii) any Preliminary Prospectus., the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Pricing Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Pricing Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III hereto; and the “Applicable Time” means 4:30 p.m. (New York City time) on the date of this Agreement. The Pricing Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees with the Underwriter that: (a) A registration statement (No. 333-86949) on Form S-1 S-3 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") and the rules and regulations (the “Rules "Rule and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. If the Company does not propose to amend such Registration Statement and if any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the Underwriter. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such . The registration statement, or amendments thereofas amended at its Effective Time, before it became effective and the form of prospectus as included in the registration statement ("prospectus") and the prospectus supplement relating to the Stock as filed with the Commission pursuant and in accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act and any (whether or not such prospectus supplement is required to be filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means Securities Act), including all material incorporated or deemed to be incorporated by reference in such registration statement, prospectus or prospectus supplement is hereinafter referred to as amended at the Effective Time("Prospectus Supplement"), including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A the General Instructions of Form S-3, is hereinafter referred to as the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 "Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus."

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3, as amended by Post-Effective Amendment No. 8 thereto, with respect to the Company, the Selling Stockholders and the Stock has (i1) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii2) been filed with the Commission under the Securities Act and (iii3) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representatives (the "Lead Managers") of the International Managers. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus or preliminary prospectus supplement filed with the Commission by the Company with the consent of the Representatives Lead Managers pursuant to Rule 424(a) or Rule 424(b) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus and prospectus supplement filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 6 hereof; and deemed to be a part of "Prospectus" means such final prospectus and prospectus supplement, as filed with the registration statement as of the Effective Time Commission pursuant to Rule 430A 424(b) of the Rules and Regulations; . Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock include any documents incorporated by reference therein pursuant to Rule 462(b) Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934 (the “Rule 462 Registration Statement”)"Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, then as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus.

Representations, Warranties and Agreements of the Company. The As of the date hereof, the Company representsrepresents and warrants to, warrants and agrees thatwith, the Purchasers as to the following: (a) A registration statement The Company, a Delaware corporation, has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, and has the corporate power and authority to carry on Form S-1 its businesses and to own, lease and operate its properties, and is duly qualified and is in good standing as a corporation authorized to do business in each jurisdiction in which the nature of its businesses or its ownership or leasing of property requires such qualification, except where the failure to be so qualified could reasonably be expected not to have a material adverse effect on the business, financial condition or results of operations of the Company (a “Material Adverse Effect”). (b) All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable, and were issued and sold in compliance with all applicable Federal and state securities laws; each Warrant Share will be, prior to its issuance, duly authorized and reserved for issuance and, when issued and delivered upon exercise of the Warrants, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights that entitle or will entitle any person to acquire any Common Stock upon the issuance of the Warrants and the Warrant Shares and the authorized capital stock of the Company will be sufficient to honor the exercise in full of all Warrants. (c) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (d) The Indenture has been duly authorized by the Company and, on the Closing Date, will have been validly executed and delivered by the Company and will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (e) The Warrant Agreement has been duly authorized by the Company and, on the Closing Date, will have been validly executed and delivered by the Company and will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (f) The Securities have been duly authorized and, on the Closing Date, will have been validly executed and delivered by the Company. When the Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, the Notes will be entitled to the benefits of the Indenture and will be valid and binding obli- gations of the Company, enforceable in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) with respect to the Notes, rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (g) The Registration Rights Agreement has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company. When the Registration Rights Agreement has been duly executed and delivered, the Registration Rights Agreement will be a valid and binding agreement of the Company, enforceable against the Selling Stockholders and the Stock has Company in accordance with its terms, except as (i) been prepared the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (h) The Company has such permits, licenses, consents, exemptions, franchises, authorizations and other approvals (each, an “Authorization”) of, and, except as set forth on Schedule 8(h), has made all filings with and notices to, all governmental or regulatory authorities and all courts and other tribunals, as are necessary to own, lease, license and operate its respective properties and to conduct its businesses, except where the failure to have any such Authorization or to make any such filing or notice could, singly or in the aggregate, reasonably be expected not to have a Material Adverse Effect. Each such Authorization is valid and in full force and effect and the Company is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and, except as set forth on Schedule 8(h), no event has occurred which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization, except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction could, singly or in the aggregate, reasonably be expected not to have a Material Adverse Effect. (i) The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted, except where the lack of ownership or leasing would not, individually or in the aggregate, have a Material Adverse Effect. (j) The Company is not, nor after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in Section 7(g) hereof will be, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended, or a “holding company” within the meaning of, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended, and the rules and regulations promulgated by the Commission thereunder. (k) There are no contracts, agreements or understandings between the Company, on the one hand, and any person, on the other hand, granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company. (l) Upon execution and delivery by the parties thereto, the Indenture will comply as to form in conformity all material respects with the requirements of the Securities Trust Indenture Act of 19331939, as amended (the “Securities ActTIA”), and the rules and regulations (of the “Rules Commission applicable to an indenture that is qualified thereunder. It is not necessary in connection with the offer, sale and Regulations”) delivery of the Securities and Exchange Commission (to the “Commission”) thereunder, (ii) been filed with Purchasers in the Commission manner contemplated by this Agreement to qualify the Indenture under the Securities Act and TIA. (iiim) become effective No form of general solicitation or general advertising (as defined in Regulation D under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered ) was used by the Company or any of its representatives (other than the Purchasers, as to youwhom the Company makes no representation) in connection with the offer and sale of the Securities contemplated hereby, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. As used No securities of the same class as the Securities have been issued and sold by the Company within the six-month period immediately prior to the date hereof. (n) None of the Company, its respective affiliates or any person acting on its or their behalf (other than the Purchasers, as to whom the Company makes no representation) has engaged or will engage in any directed selling efforts within the meaning of Regulation S under the Act (“Regulation S”) with respect to the Securities. (o) No registration under the Act of the Securities is required for the sale of the Securities to the Purchasers as contemplated hereby assuming the accuracy of the Purchasers’ representations and warranties and agreements set forth in Section 9 hereof. (p) The Company owns or possesses adequate rights or licenses to use all trademarks, trademark applications, trade names and service marks, whether or not registered, and all patents, patent applications, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and intellectual property rights (collectively, “Intellectual Property Rights”) that are necessary for use in connection with its business as now conducted. Except as set forth on Schedule 8(p), none of the Intellectual Property Rights of the Company has expired or terminated, or is expected to expire or terminate within two (2) years from the date of this Agreement. The Company has not infringed nor is it infringing on any of the Intellectual Property Rights of any other Person and, except as set forth on Schedule 8(p), there is no claim, action or proceeding that has been made or brought or alleged against, or to the knowledge of the Company, is being made, brought or threatened against, the Company regarding the infringement of any of the Intellectual Property Rights of the Company, and the Company is unaware of any facts or circumstances that might give rise to any of the foregoing, except where any of the foregoing would not have a Material Adverse Effect. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights. (q) Except as and to the extent set forth in this Agreement, “Effective Time” means the date Company makes no representations or warranties whatsoever to any Purchaser and the time as of which such registration hereby disclaims all liability and responsibility for any representation, warranty, statement, or the most recent post-effective amendment theretoinformation not in- cluded herein that was made, if anycommunicated, was declared effective or furnished (orally or in writing) to any Purchaser or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to any Purchaser by the Commission; “Effective Date” means the date any director, officer, employee, agent, consultant, or representative of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”Company), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the Initial Purchaser on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) A registration The Offering Memorandum, as of the date hereof does not, and on the Closing Date will not, contain any untrue statement on Form S-1 with respect of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Companystatements therein, in the Selling Stockholders and light of the Stock has (i) been prepared by circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information relating to the requirements Initial Purchaser furnished to the Company by or on behalf of the Initial Purchaser specifically for use therein (the "Initial Purchaser's Information"). (b) The Offering Memorandum, as of the date hereof, contains all of the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act. (c) Assuming the accuracy of the representations and warranties of the Initial Purchaser contained in Section 2 and its compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchaser and the offer, resale and delivery of the Securities by the Initial Purchaser in the manner contemplated by this Agreement and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 19331939, as amended (the “Securities "Trust Indenture Act”"). (d) NFC Castings, Inc., a Delaware corporation ("Holdings") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement Company and each of the amendments thereto Company's subsidiaries have been delivered duly incorporated and are validly existing as corporations under the laws of the State of Wisconsin; and each of the Company, Holdings, and each of the Company's subsidiaries are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective 3 3 businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged and to take the actions necessary to consummate each of the transactions contemplated by this Agreement and the Offering Memorandum (the "Transactions"), except where the failure to so qualify or have such power or authority would not, singularly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company to you. As used in this Agreement, “Effective Time” means the date and the time its subsidiaries taken as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act whole (the “Rule 462 Registration Statement”a "Material Adverse Effect"), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-1 (File No. 333-81514) with respect to the Company, the Selling Stockholders and the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The registration statement contains a prospectus to be used in connection with the offering and sale of the Shares. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “Effective Time” "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” "EFFECTIVE DATE" means the date of the Effective Time; “Preliminary Prospectus” "PRELIMINARY PROSPECTUS" means each the prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations, provided, however, that the term "Preliminary Prospectus" shall not include any prospectus submitted confidentially to (and not filed with) the Commission; “Registration Statement” "REGISTRATION STATEMENT" means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 6(a) hereof and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” "PROSPECTUS" means the prospectus in the form first used filed with the Commission pursuant to confirm sales Rule 424(b) of Stockthe Rules and Regulations. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Ordinary Shares pursuant to Rule 462(b) under the Securities Act (the “Rule "RULE 462 Registration Statement”REGISTRATION STATEMENT"), then any reference herein to the term “Registration Statement” "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. The Commission has Subject to compliance by the Underwriters with the provisions of the final paragraph of Section 4 of this Agreement, the Company is not issued any order preventing or suspending required to publish a prospectus in Israel under the use laws of any Preliminary Prospectusthe State of Israel.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with the Placement Agent as of the date hereof and as of the Closing Date and any other date specified below, that: (ai) A registration statement At the time of filing its Registration Statement on Form S-1 S-3 (File. No. 333-145206), the Company met the requirements for use of Form S-3 under the 1933 Act for a primary offering. The Company’s Registration Statement on Form S-3 (File. No. 333-145206) with respect to the CompanyShares, including a base prospectus (the Selling Stockholders “Base Prospectus”), and such amendments to such registration statement as may have been required to the Stock date of this Agreement, has (i) been carefully prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “CommissionSEC”) thereunder, (ii) and has been filed with the Commission SEC under the Securities Act and (iii) become 1933 Act. Such registration statement has been declared effective under by the Securities ActSEC. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430, 430A or 430B of the amendments 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to youthe Placement Agent. As used in this Agreement, “Effective Time” means the date and A final prospectus supplement containing information permitted to be omitted at the time as of which such registration statement, effectiveness by Rule 430A or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date 430B of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities 1933 Act Rules and any prospectus Regulations will be filed with the Commission promptly by the Company with the consent of the Representatives pursuant to SEC in accordance with Rule 424(a424(b) of the 1933 Act Rules and Regulations; . The term “Registration Statement” as used herein means such the registration statement, statement as amended at the time it became effective by the SEC under the 1933 Act (the “Effective TimeDate”), including financial statements, all exhibits and all documents incorporated by reference therein and, if applicable, the information contained deemed to be included by Rule 430A or 430B of the 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed with the SEC in accordance with Rule 462(b) under the 1933 Act (an “Abbreviated Registration Statement”), the term “Registration Statement” as used in this Agreement includes the Abbreviated Registration Statement. The term “Prospectus” as used herein means, together with the Base Prospectus, (i) the final prospectus supplement as first filed with the Commission SEC pursuant to Rule 424(b) of the 1933 Act Rules and Regulations, or (ii) if no such filing is required, the form of final prospectus included in the Registration Statement at the Effective Date, including, in each case, the documents incorporated by reference therein. The term “Preliminary Prospectus” as used herein shall mean a preliminary prospectus as contemplated by Rule 430, 430A or 430B of the 1933 Act Rules and Regulations included at any time in the Registration Statement, including the Base Prospectus and any preliminary prospectus supplement, and including in each case the documents incorporated by reference therein. The term “Free Writing Prospectus” as used herein shall have the meaning set forth in Rule 405 of the 1933 Act. The term “Issuer Free Writing Prospectus” as used herein shall have the meaning set forth in Rule 433 of the 1933 Act Rules and Regulations. The term “Disclosure Package” as used herein shall mean (i) the Preliminary Prospectus as most recently amended or supplemented prior to the Initial Time of Sale (as defined below), (ii) the information included on Schedule I hereto and (iii) the Issuer Free Writing Prospectuses identified in Schedule III hereto, if any, and any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package. The Preliminary Prospectus, if any, any Issuer Free Writing Prospectus required to be filed pursuant to Rule 433(d) of the 1933 Act Rules and Regulations and deemed the Prospectus delivered to be a part the Placement Agent for use in connection with the offering of the registration statement as of Shares have been and will be identical to the Effective Time pursuant respective versions thereof transmitted to Rule 430A of the Rules SEC for filing via the Electronic Data Gathering Analysis and Regulations; and Retrieval System (“Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration StatementXXXXX”), then any reference herein except to the term extent permitted by Regulation S-T. For purposes of this Agreement, the words “amend,” “amendment,” “amended,” “supplement” or “supplemented” with respect to the Registration Statement” , the Prospectus, any Free Writing Prospectus or the Disclosure Package shall be deemed mean amendments or supplements to include such Rule 462 the Registration Statement. The Commission has not issued , the Prospectus, any order preventing Free Writing Prospectus or suspending the use Disclosure Package, as the case may be, as well as documents filed after the date of any Preliminary Prospectusthis Agreement and prior to the completion of the distribution of the Shares and incorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (Registration No. 333-114840), and amendments thereto, with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of become effective under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youXxxxxx Brothers Inc. as the representative (the “Representative”) of the Underwriters. As used in this underwriting agreement (the “Agreement”), “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the United States Securities and Exchange Commission (the “Commission”); “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Representative pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”); “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusProspectus or suspending the effectiveness of the Registration Statement, and no proceedings for such purpose has, to the knowledge of the Company, been instituted or threatened by the Commission.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with the Placement Agents as of the date hereof and as of the Closing Date and any other date specified below, that: (ai) A registration statement At the time of filing the Post-Effective Amendment No. 4 on Form S-1 S-3 to Form SB-2 Registration Statement (File. No. 333-120987), the Company met the requirements for use of Form S-3 under the 1933 Act for a primary offering. The Post-Effective Amendment No. 4 on Form S-3 to Form SB-2 Registration Statement (File. No. 333-120987) with respect to the CompanyShares, including a base prospectus (the Selling Stockholders “Base Prospectus”), and such amendments to such registration statement as may have been required to the Stock date of this Agreement, has (i) been carefully prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “CommissionSEC”) thereunder, (ii) and has been filed with the Commission SEC under the Securities Act and (iii) become 1933 Act. Such registration statement has been declared effective under by the Securities ActSEC. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430, 430A or 430B of the amendments 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to youthe Placement Agents. As used in this Agreement, “Effective Time” means the date and A final prospectus supplement containing information permitted to be omitted at the time as of which such registration statement, effectiveness by Rule 430A or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date 430B of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities 1933 Act Rules and any prospectus Regulations will be filed with the Commission promptly by the Company with the consent of the Representatives pursuant to SEC in accordance with Rule 424(a424(b) of the 1933 Act Rules and Regulations; . The term “Registration Statement” as used herein means such the registration statement, statement as amended at the time it became effective by the SEC under the 1933 Act (the “Effective TimeDate”), including financial statements, all exhibits and all documents incorporated by reference therein and, if applicable, the information contained deemed to be included by Rule 430A or 430B of the 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed with the SEC in accordance with Rule 462(b) under the 1933 Act (an “Abbreviated Registration Statement”), the term “Registration Statement” as used in this Agreement includes the Abbreviated Registration Statement. The term “Prospectus” as used herein means, together with the Base Prospectus, (i) the final prospectus supplement as first filed with the Commission SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the 1933 Act Rules and Regulations; and , or (ii) if no such filing is required, the form of final prospectus included in the Registration Statement at the Effective Date, including, in each case, the documents incorporated by reference therein. The term “Preliminary Prospectus” means the as used herein shall mean a preliminary prospectus in the form first used to confirm sales as contemplated by Rule 430, 430A or 430B of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.the

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A An “automatic shelf registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and on Form S-3 (File No. 333-227404) in respect of the rules and regulations (the “Rules and Regulations”) of Securities has been filed with the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with not earlier than three years prior to the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies date of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which ; such registration statement, or the most recent and any post-effective amendment thereto, if any, was declared became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission; “Effective Date” means the date , and no notice of objection of the Effective TimeCommission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; “Preliminary Prospectus” means each prospectus included in the various parts of such registration statement, or amendments thereof, before it became effective under including all exhibits thereto (other than the Statement of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus that is filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations Securities Act and deemed by Rule 430B under the Securities Act to be a part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the Effective Time Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is hereinafter called the “Base Prospectus”; the final prospectus supplement to such prospectus (including the Base Prospectus) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b424(b) under the Securities Act (Act, is hereinafter called the “Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 462 424(b), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement”), then the Base Prospectus, any reference herein to Preliminary Prospectus, the term “Registration Statement” Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such Rule 462 prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement. The Commission has not issued any order preventing or suspending , the use of Base Prospectus, any Preliminary Prospectus., the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any amendment thereto, as of their applicable effective dates relating to the Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Final Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III(A) hereto; and the “Applicable Time” means 2:45 p.m. (New York City time) on the date of this Agreement. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. The Company represents, --------------------------------------------------------- represents and warrants to and agrees with each Underwriter that, and for the benefit of the Underwriters only: (a) A registration statement (Registration No.333-_____) on Form S-1 S-3 with respect to the CompanyShares, including a preliminary prospectus, and such amendments to such registration statement as may have been required to the Selling Stockholders and the Stock date of this Agreement, has (i) been carefully prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations thereunder (the “"1933 Act Rules and Regulations”") of the Securities and Exchange Commission (the “Commission”) thereunder"SEC"), (ii) and has been filed with the Commission SEC under the Securities Act and (iii) become effective under the Securities 1933 Act. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the amendments 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to you. As used in this AgreementIf such registration statement has not become effective under the 1933 Act, “Effective Time” means the date and the time as of which a further amendment to such registration statement, or the most recent post-effective amendment theretoincluding a form of final prospectus, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in necessary to permit such registration statement, or amendments thereof, before it became statement to become effective under the Securities Act and any prospectus will be filed with the Commission promptly by the Company with the consent SEC. If such registration statement has become effective under the 1933 Act, a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Representatives pursuant to Rule 424(a) of the 1933 Act Rules and Regulations; “Registration Statement” means such registration statement, as amended at Regulations will be filed promptly by the Effective Time, including all information contained in the final prospectus filed Company with the Commission pursuant to SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations and deemed to be a part of Regulations. The term "Registration Statement" as used herein means the registration statement as of amended at the time it becomes effective under the 1933 Act (the "Effective Time pursuant Date"), including financial statements and all exhibits and, if applicable, the information deemed to be included by Rule 430A of the 1933 Act Rules and Regulations; . If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to such registration statement will be filed and “Prospectus” must be declared effective before the offering of Shares may commence, the term "Registration Statement" as used herein means the prospectus in the form first used to confirm sales of Stockregistration statement as amended by said post-effective amendment. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to is prepared and filed with the SEC in accordance with Rule 462(b) under the Securities 1933 Act (the “Rule 462 an "Abbreviated Registration Statement”"), then any reference herein to the term “"Registration Statement” shall be deemed to include such Rule 462 " as used in this Agreement includes the Abbreviated Registration Statement. The Commission has not issued any order preventing or suspending term "Prospectus" as used herein means (i) the use of any Preliminary Prospectus.prospectus as first filed with the SEC pursuant to Rule

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, each Underwriter, on and as of (i) the Time of Sale and (ii) the Closing Date (each such date listed in (i) and (ii), a “Representation Date”), as follows: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. The Pricing Disclosure Package as of the Time of Sale did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”); the conditions to the use of Form S-3 in connection with the offering and sale of the Securities as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statement or omission in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning any Underwriter and furnished in writing by or on behalf of such Underwriter expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus (it being understood that such information consists solely of the information specified in Section 6(b)). (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Securities by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Securities, in each case other than the Basic Prospectus and the Preliminary Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act). Any such free writing prospectus relating to the Securities consented to by the Representatives includes any free writing prospectus listed on Annex A hereto and is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has complied and will comply in all material respects with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping and that each Permitted Free Writing Prospectus, when taken together with the Pricing Disclosure Package did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Securities contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor any Underwriter is disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Securities, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Securities contemplated by the Registration Statement. (c) The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and their results of operations, stockholders’ equity and cash flows for the periods specified, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The other historical financial and statistical information and data included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus are, in all material respects, fairly presented. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. (e) Except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries and there has not been a Material Adverse Effect (as defined below), (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, except for such liabilities or obligations that, individually or in the aggregate, would not have a Material Adverse Effect and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except for such losses that, individually or in the aggregate, would not have a Material Adverse Effect. As used herein, “Material Adverse Effect” means a material adverse effect on the earnings, business, properties, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries taken as a whole.

Representations, Warranties and Agreements of the Company. The As of the date hereof, the Company representsrepresents and warrants to, warrants and agrees with, the Initial Purchasers that: (a) A registration The Offering Memorandum does not, and any supplement or amendment to them will not, contain any untrue statement on Form S-1 with respect of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based upon information relating to the Company, the Selling Stockholders and the Stock has (i) been prepared by Initial Purchasers furnished to the Company in conformity writing by the Initial Purchasers expressly for use therein. No stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Act, has been issued. The Incorporated Documents, at the time they were or hereafter are filed or last amended, as the case may be, with the Commission, complied and will comply in all material respects with the requirements of the Securities Act Exchange Act. (b) Each of 1933the Company and its subsidiaries has been duly incorporated, is validly existing as amended (a corporation in good standing under the “Securities Act”), laws of its jurisdiction of incorporation and has the corporate power and authority to own its property and to conduct its business as described in the Preliminary Offering Memorandum and the rules Offering Memorandum and regulations (is duly qualified to transact business and is in good standing in each jurisdiction in which the “Rules and Regulations”) conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition or results of operations of the Securities Company and Exchange Commission its subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"). (c) All outstanding shares of capital stock of the “Commission”Company have been duly authorized and validly issued and are fully paid, non-assessable. (d) thereunderThe entities listed on Schedule B hereto are the only subsidiaries, (ii) been filed with direct or indirect, of the Commission under Company. All of the Securities Act and (iii) become effective under the Securities Act. Copies outstanding shares of such registration statement and capital stock of each of the amendments thereto Company's subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and are owned by the Company, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature (each, a "LIEN"). (e) This Agreement has been duly authorized, executed and delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusCompany.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith the Initial Purchasers that as of the date hereof: (a) A registration The Memorandum at the date hereof, does not, and at the Closing Date, will not, contain any untrue statement on Form S-1 with respect of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 1(a) do not apply to statements or omissions in the Memorandum based upon information furnished to the Company, Company in writing by or on behalf of the Selling Stockholders Initial Purchasers expressly for use therein. Reference herein to the Memorandum shall be deemed to refer to and include the Stock has (i) been prepared 1998 Form 10-K and any other document filed by the Company in conformity with the requirements of under the Securities Exchange Act of 19331934, as amended (the “"Exchange Act"), which is incorporated in the Memorandum by reference. (b) It is not required by applicable law or regulation in connection with the offer, sale and delivery of the Notes to you in the manner contemplated by this Agreement to register the Notes under the Securities Act or to qualify the Indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act”"). (c) The Company and each of its Significant Subsidiaries (as defined in Section 14) have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, save where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business or property of the Company and its subsidiaries taken as a whole, and each has all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged. (d) The Company has an authorized capitalization as set forth in the 1998 Form 10-K, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; all of the issued shares of capital stock, partnership interests or limited liability membership interests, as the case may, be of each Significant Subsidiary of the Company have been duly and validly authorized and issued and (except for partnership interests of general partners and except to the extent the limited liability company agreements governing the respective limited liability companies provide otherwise) are fully paid and non-assessable and (except for partnership interests in MeriStar Hospitality Operating Partnership, L.P. owned by third parties) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. (e) The Indenture has been duly authorized and, when duly executed and delivered by the proper officers of the Company (assuming due execution and delivery by the Trustee) and delivered by the Company, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, liquidation, moratorium or other similar laws affecting the rights and remedies of creditors generally and except as may be subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) This Agreement has been duly authorized, executed and delivered by the Company and the Registration Rights Agreement has been duly authorized and will be duly delivered and executed by the Company. Upon due execution and delivery of the Registration Rights Agreement by the Company, the Registration Rights Agreement will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, liquidation, moratorium or other similar laws affecting the rights and remedies of creditors generally and except as may be subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as rights to indemnity and contribution thereunder may be limited by applicable law and public policy. (g) Except where it would not reasonably be expected to have a material adverse effect on the consolidated financial position, stockholder's equity, results of operations, business or prospects of the Company and its subsidiaries taken as a whole, (i) the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture and the Notes, and the consummation by the Company of the transactions contemplated herein (the "Transactions") will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the properties or assets of the Company or any of its Significant Subsidiaries is subject, (ii) nor will such actions result in any violation of the provisions of the charter or by-laws or the limited partnership agreement or other constituent document of the Company or any of its Significant Subsidiaries or any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any of its Significant Subsidiaries or any of their properties or assets; and (iii) except for such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Notes by the Initial Purchasers, and except for registration of the Exchange Offer (as defined in the Registration Rights Agreement) under the Securities Act and applicable state securities laws, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the Transactions. (h) Neither the Company nor any of its Significant Subsidiaries has sustained, since the date of the latest financial statements included or incorporated by reference in the Memorandum, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Memorandum; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of its Significant Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Memorandum. (i) The financial statements (including the related notes and supporting schedules) included in the Memorandum present fairly the financial condition and results of operations of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. (j) KPMG LLP, who have certified certain financial statements of the Company, whose report is included in the Memorandum and who have delivered the initial letter referred to in Section 7(d) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations during the periods covered by the financial statements on which they reported contained in the Memorandum. (k) There are no legal or governmental proceedings pending to which the Company or any of its Significant Subsidiaries is a party or of which any property or asset of the Company or any of its Significant Subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, could be expected to have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and its subsidiaries taken as a whole; and to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others that is required to be disclosed in the Memorandum which is not so disclosed. (l) No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company on the other hand, which is required to be disclosed in the Memorandum which is not so disclosed. (i) Since the date as of which information is given in the Memorandum through the date hereof, and except as may otherwise be disclosed in the Memorandum, the Company has not issued or granted any securities, other than in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, or in connection with a dividend reinvestment or stock purchase plan, incurred any liability or obligation, direct or contingent, other than liabilities and obligations which were incurred in the ordinary course of business or entered into any transaction not in the ordinary course of business and (ii) since the date of the Memorandum the Company has not declared or paid any dividend on its capital stock. (n) Neither the Company nor any of its Significant Subsidiaries (i) is in violation of its charter or by-laws or limited partnership agreement or other constituent document, (ii) is in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject except where it would not reasonably be expected to have a material adverse effect on the consolidated financial position, stockholder's equity, results of operations, business or prospects of the Company and its subsidiaries taken as a whole, or (iii) is in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its properties or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its properties or assets or to the conduct of its business except where it would not reasonably be expected to have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and its subsidiaries taken as a whole. (o) Neither the Company nor any Significant Subsidiary is an "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “"Commission”") thereunder. (p) Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, an "Affiliate") has directly, or through any agent, (iii) been filed sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Commission sale of the Notes in a manner that would require the registration under the Securities Act and of the Notes or (iiiii) become effective engaged in any form of general solicitation or general advertising in connection with the offering of the Notes (as those terms are used in Regulation D under the Securities Act. Copies ), or in any manner involving a public offering within the meaning of such registration statement and each Section 4(2) of the amendments thereto Securities Act. (q) The execution and delivery of the Notes and the Exchange Notes (as defined in the Memorandum) have been delivered duly authorized by all necessary corporate action of the Company, and the Notes and the Exchange Notes, when executed and authenticated in accordance with the provisions of the Indenture and paid for in accordance with the Purchase Agreement, will constitute the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, liquidation, moratorium or other similar laws affecting the rights and remedies of creditors generally and except as may be subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (r) The Company (including American General Hospitality Corporation as predecessor to the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means for all periods through the date of the Effective Time; “Preliminary Prospectus” means merger of CapStar Hotel Company into American General Hospitality Corporation but excluding CapStar Hotel Company for any periods on or prior to the date of such merger) is organized and has conducted its business and operations for each prospectus included of its taxable years ended December 31, 1996, December 31, 1997 and December 31, 1998 in such registration statement, or amendments thereof, before it became effective conformity with the requirements for qualification as a real estate investment trust (a "REIT") under the Securities Act and any prospectus filed with the Commission by the Company with the consent Internal Revenue Code of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement1986, as amended at (the Effective Time"Code"), including all information contained and commencing with its taxable year ending December 31, 1999, the Company is organized and has conducted its business and operations in the final prospectus filed conformity with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be requirements for qualification as a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) REIT under the Securities Act (Code and its proposed method of operation will enable it to continue to meet the “Rule 462 Registration Statement”), then any reference herein to requirements for taxation as a REIT under the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusCode.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-1, and any amendments thereto, with respect to the Company, the Selling Stockholders and the Stock has have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) promulgated thereunder, ; (ii) been filed with the Commission under the Securities Act Act; and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youthe Representatives. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereofthereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Representatives, which consent shall not be unreasonably withheld, pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 6(a) hereof and deemed to be a part of the registration statement Registration Statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the prospectus in Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the form first used to confirm sales of StockRules and Regulations. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with the Placement Agent as of the date hereof and as of the Closing Date and any other date specified below, that: (ai) A registration statement At the time of filing the Registration Statement on Form S-1 with respect to the CompanyS-3 (File No. 333-138844), the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with met the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities 1933 Act”) for a primary offering. A Registration Statement on Form S-3 (Registration No. 333-138844) with respect to the Securities, including a base prospectus (the “Base Prospectus”), and such amendments to such registration statement as may have been required to the date of this Agreement, has been carefully prepared by the Company pursuant to and in conformity with the requirements of the 1933 Act, and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “CommissionSEC”) thereunder, (ii) and has been filed with the Commission SEC under the Securities Act and (iii) become 1933 Act. Such registration statement has been declared effective under by the Securities ActSEC. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430, 430A or 430B of the amendments 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to youthe Placement Agent. As used in this Agreement, “Effective Time” means the date and A final prospectus supplement containing information permitted to be omitted at the time as of which such registration statement, effectiveness by Rule 430A or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date 430B of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities 1933 Act Rules and any prospectus Regulations will be filed with the Commission promptly by the Company with the consent of the Representatives pursuant to SEC in accordance with Rule 424(a424(b) of the 1933 Act Rules and Regulations; . The term “Registration Statement” as used herein means such the registration statement, statement as amended at the time it became effective by the SEC under the 1933 Act (the “Effective TimeDate”), including financial statements, all exhibits and all documents incorporated by reference therein and, if applicable, the information contained deemed to be included by Rule 430A or 430B of the 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed with the SEC in accordance with Rule 462(b) under the 1933 Act (an “Abbreviated Registration Statement”), the term “Registration Statement” as used in this Agreement includes the Abbreviated Registration Statement. The term “Prospectus” as used herein means, together with the Base Prospectus, (i) the final prospectus supplement as first filed with the Commission SEC pursuant to Rule 424(b) of the 1933 Act Rules and Regulations, or (ii) if no such filing is required, the form of final prospectus included in the Registration Statement at the Effective Date, including, in each case, the documents incorporated by reference therein. The term “Preliminary Prospectus” as used herein shall mean a preliminary prospectus as contemplated by Rule 430, 430A or 430B of the 1933 Act Rules and Regulations included at any time in the Registration Statement, including the Base Prospectus and any preliminary prospectus supplement, and including in each case the documents incorporated by reference therein. The term “Free Writing Prospectus” as used herein shall have the meaning set forth in Rule 405 of the 1933 Act Rules and Regulations. The term “Issuer Free Writing Prospectus” as used herein shall have the meaning set forth in Rule 433 of the 1933 Act Rules and Regulations. The term “Disclosure Package” as used herein shall mean the Preliminary Prospectus as most recently amended or supplemented prior to the Initial Time of Sale (as defined below) together with the Issuer Free Writing Prospectuses identified in Schedule I hereto, if any, and any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package. The Preliminary Prospectus, if any, any Issuer Free Writing Prospectus required to be filed pursuant to Rule 433(d) of the 1933 Act Rules and Regulations and deemed the Prospectus delivered to be a part the Placement Agent for use in connection with the offering of the registration statement as of Securities have been and will be identical to the Effective Time pursuant respective versions thereof transmitted to Rule 430A of the Rules SEC for filing via the Electronic Data Gathering Analysis and Regulations; and Retrieval System (“Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration StatementXXXXX”), then any reference herein except to the term extent permitted by Regulation S-T. For purposes of this Agreement, the words “amend,” “amendment,” “amended,” “supplement” or “supplemented” with respect to the Registration Statement” , the Prospectus, any Free Writing Prospectus or the Disclosure Package shall be deemed mean amendments or supplements to include such Rule 462 the Registration Statement. The Commission has not issued , the Prospectus, any order preventing Free Writing Prospectus or suspending the use Disclosure Package, as the case may be, as well as documents filed after the date of any Preliminary Prospectusthis Agreement and prior to the completion of the distribution of the Securities and incorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company. (a) The Company representsand its Subsidiary, warrants represent and agrees warrant to and agree with each Underwriter that: (ai) A registration statement (Registration No. 333-25325) on Form S-1 with respect to the CompanyShares, including a preliminary prospectus, and such amendments to such registration statement as may have been required to the Selling Stockholders and the Stock date of this Agreement, has (i) been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended 1933 (the “Securities "Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunderthereunder (except that the registration statement and the preliminary prospectus as filed with the Commission on April 17, (ii1997 did not include an estimated range of the maximum offering price and share and per share data) and has been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the amendments thereto Rules and Regulations) contained therein, the exhibits, financial statements and schedules have heretofore been delivered by the Company to you. As used in this AgreementIf such registration statement has not become effective under the Act, “Effective Time” means the date and the time as of which a further amendment to such registration statement, or the most recent post-effective amendment theretoincluding a form of final prospectus, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in necessary to permit such registration statement, or amendments thereof, before it became statement to become effective under the Securities Act and any prospectus will be filed with the Commission promptly by the Company with the consent Commission but no later than 9:00 a.m. on the first Business Day following the date of this Agreement. If such registration statement has become effective under the Act, a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Representatives pursuant to Rules and Regulations will be filed promptly by the Company with the Commission in accordance with Rule 424(a424(b) of the Rules and Regulations; “. The term "Registration Statement” " as used herein means such the registration statement, statement as amended at the time it becomes or became effective under the Act (the "Effective TimeDate"), including financial statements and schedules, all exhibits and any information contained in the any final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and and, if applicable, the information deemed to be a part of the registration statement as of the Effective Time pursuant to included by Rule 430A of the Rules and Regulations; and “. The term "Prospectus” " as used herein means (1) the prospectus in as first filed with the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to Rule 462(b424(b) under of the Securities Act Rules and Regulations or (2) if no such filing is required, the “form of final prospectus included in the Registration Statement at the Effective Date. The term "Preliminary Prospectus" as used herein shall mean a preliminary prospectus as contemplated by Rule 462 430 or 430A of the Rules and Regulations included at any time in the Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with each Underwriter that: (ai) A registration statement (Registration No. 333-_____) on Form S-1 with respect to the CompanyShares, including a preliminary prospectus, and such amendments to such registration statement as may have been required to the Selling Stockholders and the Stock date of this Agreement, has (i) been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules Rules and regulations Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) thereunder and has been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the amendments thereto Rules and Regulations) contained therein, the exhibits, financial statements and schedules have heretofore been delivered by the Company to you. As used in this AgreementIf such registration statement has not become effective under the Act, “Effective Time” means the date and the time as of which a further amendment to such registration statement, or the most recent post-effective amendment theretoincluding a form of final prospectus, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in necessary to permit such registration statement, or amendments thereof, before it became statement to become effective under the Securities Act and any prospectus will be filed with the Commission promptly by the Company with the consent Commission. If such registration statement has become effective under the Act, a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Representatives pursuant to Rules and Regulations will be filed promptly by the Company with the Commission in accordance with Rule 424(a424(b) of the Rules and Regulations; “. The term "Registration Statement” " as used herein means such the registration statement, statement as amended at the time it becomes or became effective under the Act (the "Effective TimeDate"), including financial statements and all exhibits and, if applicable, the information contained in deemed to be included by Rule 430A of the final Rules and Regulations. The term "Prospectus" as used herein means (i) the prospectus as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, (ii) if no such filing is required, the form of final prospectus included in the Registration Statement at the Effective Date or (iii) if a Term Sheet or Abbreviated Term Sheet (as such terms are defined in Rule 434(b) and deemed to be a part 434(c), respectively, of the registration statement as of Rules and Regulations) is filed with the Effective Time Commission pursuant to Rule 424(b)(7) of the Rules and Regulations, the Term Sheet or Abbreviated Term Sheet and the last Preliminary Prospectus filed with the Commission prior to the time the Registration Statement became effective, taken together. The term "Preliminary Prospectus" as used herein shall mean a preliminary prospectus as contemplated by Rule 430 or 430A of the Rules and Regulations; and “Prospectus” means the prospectus Regulations included at any time in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.4

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3[, and an amendment thereto,] with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement [and each of the amendments thereto amendment thereto] have been delivered by the Company to youyou as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 6(a) hereof and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to paragraph (1) or (4) of Rule 462(b424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934, as amended (the “Rule 462 Registration Statement”"Exchange Act"), then after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be, and any reference herein to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-1, and amendments thereto, with respect to the Company, the Selling Stockholders and the Stock has have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “Preliminary Prospectus” means each prospectus . The information, if any, included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company in accordance with the consent of the Representatives pursuant to Rule 424(a) of the Rules 430A and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed that was omitted from the prospectus included in such registration statement at the time it became effective but that is deemed, pursuant to paragraph (b) of Rule 430A, to be a part of the such registration statement at the time it becomes effective is referred to herein as of the Effective Time pursuant to "Rule 430A of Information." Each prospectus used before the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated time such registration statement became effective, and any prospectus that omits the Rule 430A Information that is used after such effectiveness and prior to register additional shares the execution and delivery of Common Stock this Agreement, is herein called a "Preliminary Prospectus." Such registration statement, as amended at the time it became effective and including, if applicable, the Rule 430A Information, is herein called the "Original Registration Statement." Any registration statement filed pursuant to Rule 462(b) under of the Securities Act (Rules and Regulations is herein referred to as the “"Rule 462 462(b) Registration Statement”," and the Original Registration Statement and any Rule 462(b) Registration Statement are herein referred to collectively as the "Registration Statement." The prospectus included in the Original Registration Statement at the time it became effective is herein called the "Prospectus," except that, if the final prospectus first furnished to the Underwriters after the execution of this Agreement for use in connection with the offering of the Stock differs from the prospectus included in the Original Registration Statement at the time it became effective (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), then any reference herein the term "Prospectus" shall refer to the term “Registration Statement” shall be deemed final prospectus first furnished to include the Underwriters for such Rule 462 Registration Statementuse. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. (a) The Company representsand Xxxxxx X. Xxxxxxx, warrants XX (in his individual capacity) jointly and agrees thatseverally represent and warrant to, and agree with, each Underwriter as follows: (ai) A registration statement on Form S-1 The Company has been duly organized, is in compliance with its Amended and Restated Articles of Incorporation, and is validly existing as a corporation in good standing under the laws of the State of Arkansas, with full power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement and Prospectus; all significant subsidiaries (as defined by the Act) of the Company (each, a "Subsidiary" and collectively, the "Subsidiaries") have been duly incorporated, will be, and are validly existing as a banking association or corporation, as the case may be, in good standing under the laws of the jurisdiction of its association or incorporation, as the case may be, with full power and authority (corporate and other) to own or lease its properties and conduct its business; the Company and the Subsidiaries are duly qualified to transact business in all jurisdictions in which the conduct of their business or the ownership or lease of their properties requires such qualifications; all of the outstanding shares of capital stock of each Subsidiary are owned by the Company and have been duly and validly authorized and issued, are fully paid and non-assessable. (ii) The outstanding shares of common stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the Shares are duly and validly authorized, and, to the extent any portion of the Shares has not yet been issued, when issued and paid for as contemplated herein, will be fully paid and non-assessable; and no preemptive or other restrictive rights of any holder of any class of the Company's stock exist with respect to the CompanyShares or the issue and sale thereof, except where the same shall have been waived in writing by the holders thereof prior to the date hereof. (iii) The Shares conform with the statements concerning them in any preliminary prospectus, the Selling Stockholders Prospectus and the Stock has Registration Statement. As of the Closing Date (ias defined below) and any Option Closing Date (as defined below), if applicable, the Company will have the authorized capitalization set forth under the caption "Use of Proceeds and Capitalization" and "Description of Capital Stock" in the Prospectus. No further corporate approval or authority on behalf of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein. (iv) Any preliminary prospectus, the Prospectus and the Registration Statement have been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunderRules, (ii) including Form S-1. The Registration Statement has been filed with the Commission under the Securities Act. (v) Neither the Commission nor any other agency, body, authority, court or arbitrator of competent jurisdiction has, by order or otherwise, prohibited or suspended the use of any preliminary prospectus or the Prospectus relating to the proposed offering of the Shares or instituted proceedings for that purpose. The Registration Statement, the Prospectus and any preliminary prospectus and any amendments or supplements thereto at the time they became or become effective or were filed or are filed with the Commission contained or will contain all statements which are required to be stated therein by, and in all material respects conformed or will conform to the requirements of, the Act and the Rules. Neither the Registration Statement, nor any preliminary prospectus nor any amendment thereto, and neither the Prospectus nor any supplement thereto, as of its date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement or any preliminary prospectus or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representative, expressly for use in the preparation thereof. (iiivi) The consolidated financial statements of the Company and the Subsidiaries, together with related notes and schedules as set forth in the Registration Statement, present fairly the consolidated financial position and the consolidated results of operations of the Company and the Subsidiaries consolidated, at the indicated dates and for the indicated periods. Such financial statements have been prepared in accordance with generally accepted principles of accounting, consistently applied throughout the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made. The Summary Consolidated Financial Data and the Selected Consolidated Financial Data included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements from which they were derived. (vii) There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary before any court or administrative or governmental agency or other body which might (A) result in any material adverse change in the condition (financial or otherwise), or in the earnings, business, affairs, properties, business prospects or results of operations of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (B) affect the performance of this Agreement or the consummation of the transactions herein contemplated, except as disclosed in the Registration Statement and for which the Company maintains a reserve in an amount which is adequate to cover potential liabilities. (viii) The Company and each Subsidiary has good and marketable title to all of the material properties and assets reflected in the financial statements hereinabove described or as described in the Prospectus as being owned by them, subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those securing indebtedness described in such financial statements or as described in the Prospectus or which do not materially affect the present or proposed use of such properties or assets. The Company and the Subsidiaries occupy their leased properties under valid, subsisting and binding leases with only such exceptions as in the aggregate are not material and do not interfere with the conduct of the business of the Company. (ix) The Company and each Subsidiary have filed all Federal, State and foreign tax returns which have been required to be filed and have paid all taxes indicated by said returns and all assessments received by them or any of them to the extent that such taxes have become effective due. (x) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, as they may be amended or supplemented, (A) there has not been any material adverse change in the condition (financial or otherwise), or in the earnings, business, affairs, properties, business prospects or results of operations of the Company and the Subsidiaries taken as a whole nor does the Company have knowledge of any such change that is threatened, (B) there has not been any transaction entered into by the Company or the Subsidiaries that is material to the earnings, business, affairs, properties, business prospects or operations of the Company, other than transactions in the ordinary course of business and changes and transactions contemplated by the Registration Statement and the Prospectus, as they may be amended or supplemented, and (C) there has not been any material change in the capital stock, long term debt or material liabilities of the Company. The Company and the Subsidiaries have no material contingent obligations which are not disclosed in the Registration Statement and the Prospectus. (xi) Neither the Company nor any of the Subsidiaries individually or in the aggregate are in breach or violation of or default under any indenture, mortgage, deed of trust, lease, contract, note or other agreement or instrument to which it is a party or by which it or any of its properties is bound and which default may result in a material adverse change in the condition (financial or otherwise) or in the earnings, business, affairs, properties, business prospects or results of operations of the Company and the Subsidiaries taken as a whole. The consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not result in a breach or violation of any of the material terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease, contract, note or other agreement or instrument to which the Company or any Subsidiary is a party, or of the Company's Articles of Incorporation or by-laws or any law, decree, order, rule, writ, injunction or regulation applicable to the Company or any Subsidiary of a court or of any regulatory body or administrative agency or other governmental body having jurisdiction. (xii) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and performance of its obligations hereunder (except such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state securities or Blue Sky laws) have been obtained or made and is in full force and effect. (xiii) The Company and each Subsidiary hold all material licenses, authorizations, charters, certificates and permits from governmental authorities which are necessary to the conduct of their businesses and neither the Company nor any Subsidiary has received notice of any proceeding relating to the revocation or modification of any of such licenses, authorizations, charters, certificates or permits. The Company and the Subsidiaries own or otherwise possess rights to use the licenses, inventions, copyrights, trademarks, service marks and trade names presently employed by them in connection with the business now operated by them, and neither the Company nor any Subsidiary has infringed or received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing. (xiv) Each of Xxxxx Xxxxxxxx Xxxxx and Xxxxx, Xxxxx & Xxxxxx, who have certified certain of the financial statements filed with the Commission and included as part of the Registration Statement and Prospectus, are independent public accountants within the meaning of the Act, the Rules and Regulation S-X of the Commission and Rule 101 of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (xv) There are no agreements, contracts or other documents of a character required to be described in the Registration Statement or the Prospectus or required by Form S-1 to be filed as exhibits to the Registration Statement which are not described or filed as required. (xvi) No labor dispute exists or is imminent with the Company's employees or with employees of any Subsidiary which could materially adversely affect the condition (financial or otherwise), earnings, business, affairs, properties, business prospects or results of operations of the Company. (xvii) Except as contemplated by Section 2 hereof and as disclosed in the Prospectus and permitted by the Rules, the Company has not (itself or through any person) taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to, cause or result in a violation of Section 5 of the Act or Rule 10b-6 under the Securities Act. Copies of such registration statement and each Exchange Act ("Rule 10b-6") or in stabilization or manipulation of the amendments thereto have price of the Company's common stock. (xviii) This Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms, subject to you. all applicable bankruptcy, insolvency, moratorium, receivership, and other laws relating to or affecting the rights of creditors generally and subject to the discretion of a court of equity in administering any such rights or remedies. (xix) Neither the Company nor any Subsidiary is in violation of any law, ordinance, governmental rule or regulation or court decree to which it may be subject, which violation might have a material adverse effect on the condition (financial or otherwise), earnings, business, affairs, properties, business prospects or the results of operations of the Company and its Subsidiaries taken as a whole. (b) Each Selling Stockholder further represents and warrants to, and agrees with each Underwriter as follows: (i) As used of the Effective Date, the Selling Stockholder shall be the lawful owner of the number of Shares to be sold by him, her or it, and has or at such time or times, as required, will have, good and marketable title to all such Shares, free of all restrictions on transfer (other than those imposed by the Act, the Company's Articles of Incorporation and by-laws and the securities or Blue Sky laws of certain jurisdictions), liens, encumbrances, security interests and claims whatsoever, except where the same shall have been waived in writing prior to the date hereof. (ii) The Selling Stockholder has full legal right, power and authority, and has obtained any approvals required by law or pursuant to any agreement or instrument to which the Selling Stockholder is a party, to enter into this Underwriting Agreement, “Effective Time” means and this Underwriting Agreement has been duly executed and delivered by the date Selling Stockholder. (iii) Upon delivery of payment for the Shares to be sold by the Selling Stockholder pursuant to this Underwriting Agreement, good and marketable title to such Shares will pass, free of all restrictions on transfer (other than those imposed by the Act, the Company's Articles of Incorporation and the time as securities or Blue Sky laws of which such registration statementcertain jurisdictions), liens, encumbrances, security interests and claims whatsoever, to the several Underwriters. (iv) The Selling Stockholder has not taken, nor will he, she or it take, directly or indirectly, any action designed to, or which might reasonably be expected to, cause or result in stabilization or manipulation of the most recent post-effective amendment theretoprice of any security of the Company to facilitate the sale or resale of the Shares owned by the Selling Stockholder pursuant to the distribution contemplated by this Underwriting Agreement. (v) The Selling Stockholder will pay or cause to be paid all transfer taxes, if any, was declared effective with respect to the Shares to be sold by the Commission; “Effective Date” means the date Selling Stockholder. (c) Any certificate signed by any officer of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statementCompany or any Selling Stockholder, as the case may be and delivered to you or amendments thereof, before it became effective under counsel for the Securities Act Representative shall be deemed a representation and any prospectus filed with the Commission warranty by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means or such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein Selling Stockholder to the term “Registration Statement” shall be deemed Underwriters as to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectusmatters covered thereby.

Representations, Warranties and Agreements of the Company. The ---------------------------------------------------------- Company represents, warrants and agrees thatwith each Underwriter as follows: (a) A registration statement on Form S-1 with respect S-3 (No. 333-62957), including a prospectus relating to the CompanyOffered Securities of the Company for the registration of such securities under the United States Securities Act of 1933, as amended (the Selling Stockholders and the Stock "Securities Act"), has (i) been prepared by the Company in -------------- material conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “"Rules and Regulations”") of the United States Securities --------------------- and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the ---------- Commission under the Securities Act and (iii) become effective under the Securities Act; and each Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). Copies of such ------------------- registration statement and each of the any amendments thereto have been delivered by the Company to you. As used in this Agreement, “"Effective Time” Date" means the date and -------------- the time as of which such registration statement, or the most recent post-post- effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” "Registration Statement" means the date of registration statement in the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before form it became ----------------------- or becomes, as the case may be, effective under the Securities Act and any prospectus filed with the Commission by (including, if the Company with omitted information from the consent of the Representatives registration statement pursuant to Rule 424(a430A(a) or files a term sheet pursuant to Rule 434 of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of at the Effective Time time it became effective pursuant to Rule 430A 430A(b) or Rule 434(d) of the Rules and Regulations; ), including all documents incorporated by reference or deemed to be incorporated by reference therein and “Prospectus” means the prospectus exhibits thereto and, in the form first used to confirm sales event of Stock. If any amendment thereto or the Company has filed an filing of any abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement; "Base Prospectus" means the prospectus included in the --------------- Registration Statement; "Preliminary Prospectus" means any preliminary form of ---------------------- prospectus supplement specifically relating to designated Offered Securities in the form filed with, or transmitted for filing to the Commission pursuant to Rule 424 of the Rules and Regulations, together with any accompanying prospectus; "Prospectus Supplement" means any prospectus supplement specifically --------------------- relating to designated Offered Securities in the form first filed with, or transmitted for filing to, the Commission pursuant to Rule 424 under the Securities Act following the execution of a Terms Agreement with respect to such Offered Securities; "Prospectus" means the Base Prospectus together with the ---------- Prospectus Supplement specifically relating to designated Offered Securities in the form first filed with, or transmitted for filing to, the Commission pursuant to Rule 424 under the Securities Act following the execution of a Terms Agreement with respect to such Offered Securities, except that if such Base Prospectus is amended or supplemented on or prior to the date on which such Prospectus Supplement was first filed pursuant to Rule 424, the term "Prospectus" shall refer to the Base Prospectus as so amended or supplemented and as supplemented by such Prospectus Supplement; "Base Prospectus," --------------- "Prospectus," "Preliminary Prospectus" and "Prospectus Supplement" shall include ----------- ---------------------- ---------- ---------- in each case the documents, if any, filed by the Company with the Commission pursuant to the United States Securities Exchange Act of 1934, as amended (the “Rule 462 Registration Statement”"Exchange Act"), then and incorporated by reference therein; and "supplement" and ------------- ---------- "amendment" shall be deemed to refer to and include any documents incorporated ---------- by reference herein pursuant to Item 12 of Form S-3 under the Securities Act that are filed subsequent to the term “date of the Base Prospectus by the Company with the Commission pursuant to the Exchange Act. Any reference to any amendment to the Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued Any reference herein to information "contained in," "contemplated by," "described in," "disclosed in," "included in" ------------ --------------- ------------ ------------ ----------- or "set forth in" any order preventing of the foregoing documents, or suspending words of similar effect, --------- -- shall be deemed to include the use of any Preliminary Prospectusdocuments incorporated or deemed to be incorporated by reference therein.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 with respect F-1, including a prospectus, relating to the CompanyShares, the Selling Stockholders Warrants and the Stock has Warrant Shares. The registration statement relating to the Shares, the Warrants and the Warrant Shares (iRegistration No. 333-259261), as amended, at the time it becomes effective, including the information (if any) been prepared by the Company in conformity with the requirements deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430C under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and that in any case has not then been superseded or modified, is hereinafter referred to as the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement;” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of StockSecurities is hereinafter referred to as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof. The final prospectus relating to the Securities, as filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereafter referred to as the “Prospectus”. If the Company has filed an abbreviated registration statement statements to register additional shares of Common Stock Shares, Warrants and/or Warrant Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration StatementStatements”), then any reference herein to the term terms “Registration Statement” shall be deemed to include such the corresponding Rule 462 Registration Statement. The Commission Company has not issued any order preventing or suspending filed, in accordance with Section 12(b) of the use U.S. Securities Exchange Act of any Preliminary Prospectus.1934, as amended (the “Exchange Act”), a registration statement on Form 8-A to register the Ordinary Shares (Registration No. 001-40405) For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A registration statement on Form S-1 in respect of the Securities (File No. 333-126512) has been filed with the Securities and Exchange Commission (the “Commission”); such registration statement and any post-effective amendments thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement but including all documents incorporated by reference in each prospectus contained therein, delivered to the Representatives for each of the other Underwriters has been declared effective by the Commission in such form; no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Company, Commission; and no stop order suspending the Selling Stockholders effectiveness of such registration statement has been issued and the Stock no proceeding for that purpose has (i) been prepared initiated or threatened by the Company Commission (any preliminary prospectus included in conformity such registration statement or filed with the requirements Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the “Act”), being hereinafter called a “Preliminary Prospectus”); the various parts of such registration statement, including all exhibits thereto (other than the Form T-1 of X.X. Xxxxxx Trust Company, National Association), the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and any related abbreviated registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act, each as amended at the time such part of the registration statement became effective, being hereinafter called the “Registration Statement”; each prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the “Prospectus”; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the rules case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and regulations (include any annual report of the “Rules and Regulations”Company filed pursuant to Section 13(a) or 15(d) of the Securities and Exchange Commission (Act after the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become applicable effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective TimeRegistration Statement that is incorporated by reference in the Registration Statement; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with reference to the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, Prospectus as amended at or supplemented” shall be deemed to refer to the Effective Time, including all information contained Prospectus as amended or supplemented in relation to the applicable Designated Securities in the final prospectus form in which it is filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations and deemed to be a part of the registration statement Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the Effective Time date of such filing; (b) The documents incorporated by reference in the Prospectus or any amendment or supplement thereto, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented; (c) The Registration Statement and the Prospectus and any amendment or supplement thereto conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective dates as to the Registration Statement and any post-effective amendments thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented; (d) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material change in the capital stock or long-term debt of the Company and its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity, results of operations or internal control over financial reporting of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the applicable Pricing Agreement; (e) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not individually or in the aggregate materially affect the consolidated financial position, shareholders’ equity or results of operation of the Company and its subsidiaries and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries in any material respect; (f) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate trademarks, service marks and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any trademarks, service marks or trade names that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries considered as one enterprise; (g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company has been duly incorporated or organized and is validly existing in good standing under the laws of its jurisdiction of incorporation or organization; (h) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable, and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and nonassessable and (except for directors’ qualifying shares, except that the Company holds approximately 62.40% of issued and outstanding shares of Wal-Mart de Mexico, S.A. de C.V. as of the date hereof, except for 122 shares of the capital stock of Wal-Mart Real Estate Business Trust owned by persons other than the Company, which shares in the aggregate do not constitute more than 4.00% of the issued and outstanding shares of Wal-Mart Real Estate Business Trust, and except as otherwise set forth in the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (i) The Designated Securities have been duly authorized, and, when such Designated Securities are issued and delivered pursuant to Rule 430A this Agreement and the applicable Pricing Agreement, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Rules and Regulations; and “Prospectus” means Company entitled to the prospectus benefits provided by the Indenture, which will be substantially in the form first used filed as an exhibit to confirm sales the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, at the Time of Stock. If Delivery for the Designated Securities, such Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented; (j) The issue and sale of the Designated Securities and the compliance by the Company has filed an abbreviated with all of the provisions of the Securities, the Indenture, this Agreement and each Pricing Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, each as amended to date, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration statement or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement or each Pricing Agreement or the Indenture, except (i) such as have been, or will have been prior to register additional shares the Time of Common Stock pursuant to Rule 462(b) Delivery, obtained under the Securities Act and the Trust Indenture Act, (the “Rule 462 Registration Statement”)ii) such, then any reference herein if any, as have been, or will have been prior to the term “Registration Statement” shall Time of Delivery, obtained under securities laws and regulations of the European Union or any foreign country to which the Company is, has or will become subject due to actions taken, or omitted, by the Company or by the Underwriters with the knowledge of the Company and (iii) such consents, approvals, authorizations, registrations or qualifications as may be deemed required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; (k) Other than as set forth in the Prospectus or any amendment or supplement thereto, there are no legal or governmental proceedings pending to include which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others; and (l) Ernst & Young LLP, which has audited and reported on certain financial statements of the Company and its subsidiaries and the Company’s internal control over financial reporting and management’s assessment thereof, is, to the best knowledge of the Company, an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending 101 of the use Code of any Preliminary ProspectusProfessional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to you, warrants and agrees with you, that: (a) A registration statement on Form S-1 with respect to The Registration Statement, including the CompanyProspectus, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) Regulations of the Securities Commission thereunder and Exchange Commission (the “Commission”) thereunder, (ii) has been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such amendments to such Registration Statement and Prospectus and such abbreviated registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives statements pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and deemed to be a part of filed with the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and RegulationsCommission; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an will file such additional amendments to such Registration Statement and Prospectus and such abbreviated registration statements as may hereafter be required. Copies of such Registration Statement and Prospectus, including all amendments thereto and all documents incorporated by reference therein, and of any abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under of the Securities Act Rules and Regulations have been or, if filed will be, delivered to you and your counsel. (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. b) The Commission has not issued any order refusing or suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or instituted proceedings for that purpose; the Prospectus., including the Registration Statement, complies and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, the Exchange Act and the TIA, and the applicable Rules and Regulations of the Commission thereunder; the Registration Statement, when it became effective, did not contain and as amended or supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and neither the Prospectus nor the Registration Statement contains, and, as amended or supplemented, if applicable, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that none of the representations and warranties contained in this subparagraph (b) shall apply to information contained in or omitted from the Registration Statement or Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to you furnished to the Company by you specifically for use in the preparation thereof. The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained any untrue statement of a material fact or omitted to state a material fact required to be

Representations, Warranties and Agreements of the Company. The As of the date hereof, the Company representsrepresents and warrants to, warrants and agrees with, the Initial Purchaser that: (a) A registration The Preliminary Offering Memorandum and the Offering Memorandum do not, and any supplement or amendment to them will not, contain any untrue statement on Form S-1 with respect of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based upon information relating to the Company, the Selling Stockholders and the Stock has (i) been prepared by Initial Purchaser furnished to the Company in conformity with writing by the Initial Purchaser expressly for use therein. No stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act Act, has been issued. (b) The Company and its subsidiaries has been duly incorporated, is validly existing as a corporation or limited liability company in good standing under the laws of 1933its jurisdiction of incorporation or formation and has the corporate or limited liability company power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to own, lease and operate its properties, and each is duly qualified and is in good standing as a foreign corporation or entity authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole (a "MATERIAL ADVERSE Effect"), as amended the case may be. Each of the subsidiaries of the Company listed on Schedule B hereto (the “Securities Act”"SUBSIDIARIES"), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.which

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees with you that: (a) A The Company has prepared and filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 with respect to (Registration No. 333-184476) that has become effective for the Company, registration of the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) SEC promulgated thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement as initially filed and each of the amendments amendment thereto have been or will be delivered by to the Company to youDealer Manager. As used in this Agreement, “Effective Time” means the date The registration statement and the time prospectus contained therein, as finally amended at the effective date of which such the registration statement, or statement (the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means ”), are respectively hereinafter referred to as the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at and the Effective Time, including all information contained in “Prospectus,” except that if the final Company files a prospectus filed with the Commission or prospectus supplement pursuant to Rule 424(b) of under the Rules and Regulations and deemed Securities Act, or if the Company files a post-effective amendment to be a part of the registration statement as of Registration Statement, the Effective Time term “Prospectus” includes the prospectus filed pursuant to Rule 424(b) or the prospectus included in such post-effective amendment. The term “Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as Resource Securities, Inc. 1 Dealer Manager Agreement contemplated by Rule 430 or Rule 430A of the Rules and Regulations; Regulations included at any time as part of the Registration Statement. If a separate registration statement is filed and becomes effective solely with respect to shares of the Company’s common stock offered pursuant to the DRP, the terms “Registration Statement” and “Prospectus” means the prospectus in the form first used shall also refer to confirm sales of Stock. If the Company has filed an abbreviated such registration statement and prospectus contained therein from and after the date of effectiveness of such registration statement, as such registration statement and prospectus may be amended or supplemented from time to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectustime.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3, as amended by Post-Effective Amendment No. 8 thereto, with respect to the Company, the Selling Stockholders and the Stock has (i1) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii2) been filed with the Commission under the Securities Act and (iii3) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representatives (the "Representatives") of the U.S. Underwriters. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus or preliminary prospectus supplement filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) or Rule 424(b) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus and prospectus supplement filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 6 hereof; and deemed to be a part of "Prospectus" means such final prospectus and prospectus supplement, as filed with the registration statement as of the Effective Time Commission pursuant to Rule 430A 424(b) of the Rules and Regulations; . Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock include any documents incorporated by reference therein pursuant to Rule 462(b) Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934 (the “Rule 462 Registration Statement”)"Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, then as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, ; (ii) been filed with the Commission under the Securities Act Act; and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representative (the "Representative") of the Underwriters. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereofthereto, before it such registration statement became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Representative pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to paragraph (1) or (4) of Rule 462(b424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Rule 462 Registration Statement”"Exchange Act"), then after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusProspectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or, to the Company's knowledge, threatened by the Commission.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3, and amendments thereto, with respect to the Company, the Selling Stockholders and the Stock has Notes have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; a second registration statement on Form S-3 with respect to the Notes (i) may also be prepared by the Company in conformity with the requirements of the Securities Act and the Rules and Regulations and (ii) if to be so prepared, will be filed with the Commission on the date hereof under the Securities Act pursuant to Rule 462(b) of the Rules and Regulations; and the Indenture has been qualified under the Trust Indenture Act of 1939 (the "Trust Indenture Act"). Copies of the first such registration statement and each of the amendments thereto to such registration statement, together with the form of any such second registration statement, have been delivered by the Company to youyou as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “"Effective Time” " means (i) with respect to the first such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission, and "Effective Times" is the collective reference to both Effective Times; “"Effective Date” " means (i) with respect to the first such registration statement, the date of the Effective TimeTime of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; “"Preliminary Prospectus” " means each prospectus included in any such registration statement, or amendments thereofthereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Primary Registration Statement” " means such the first registration statementstatement referred to in this Section 1(a), as amended at the its Effective Time, "Rule 462(b) Registration Statement" means the second registration statement, if any, referred to in this Section 1(a), when filed with the Commission, and "Registration Statements" means both the Primary Registration Statement and any Rule 462(b) Registration Statement, including in each case any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 5(a) hereof and deemed to be a part of the registration statement Registration Statements as of the Effective Time of the Primary Registration Statement pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to paragraph (1) or (4) of Rule 462(b424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Rule 462 Registration Statement”"Exchange Act"), then after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to any amendment to either of the term “Registration Statement” Statements shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration StatementStatements. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act Act, and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “"Preliminary Prospectus” " means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Underwriters pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectus as first filed with the prospectus Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the form first used to confirm sales of StockRegistration Statement. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “"Rule 462 Registration Statement”"), then any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with the Placement Agents that: (ai) A The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement statement, as amended (Registration No. 333-126350), on Form S-1 with respect to S-3 for the registration of equity securities of the Company, including the Selling Stockholders and the Stock Securities, which has (i) been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations thereunder (the “"1933 Act Rules and Regulations”") of the Securities and Exchange Commission (SEC. Such registration statement has been declared effective by the “Commission”) thereunder, (ii) been filed with SEC. The Company meets the Commission requirements for use of Form S-3 under the Securities Act and (iii) become effective under the Securities 1933 Act. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A or 430B of the amendments 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to you. As A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A or 430B of the 1933 Act Rules and Regulations will be filed promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations. The term "Registration Statement" as used in this Agreement, “Effective Time” herein means the date and registration statement as amended at the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities 1933 Act (the "Effective Date"), including financial statements and any prospectus all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and, if applicable, the information deemed to be included by Rule 430A or 430B of the 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed with the Commission by SEC in accordance with Rule 462(b) under the Company with 1933 Act (an "Abbreviated Registration Statement"), the consent term "Registration Statement" as used in this Agreement includes the Abbreviated Registration Statement. The term "Prospectus" as used herein means the prospectus constituting a part of the Representatives pursuant to Rule 424(a) of Registration Statement and included in the Rules and Regulations; “Registration Statement” means such registration statement, as amended Statement at the Effective TimeDate, as supplemented by each prospectus supplement relating to the offering of the Securities, including all information contained in the final any such prospectus supplement filed with the Commission pursuant to Rule 424(b) of the 1933 Act Rules and Regulations (the "Prospectus Supplement") and including any information and documents included therein from time to time by reference pursuant to Item 12 of Form S-3 under the 1933 Act. The term "Preliminary Prospectus" as used herein shall mean a preliminary prospectus as contemplated by Rule 430 or 430A or 430B of the 1933 Act Rules and Regulations included at any time in the Registration Statement, including any such preliminary prospectus supplement relating to the Securities filed by the Company pursuant to the 1933 Act containing a "subject to completion" legend as described in paragraph 10 of Item 501 of Regulation S-K of the 1933 Act Rules and Regulations. The term "Free Writing Prospectus" as used herein shall have the meaning set forth in Rule 405 of the 1933 Act. The term "Issuer Free Writing Prospectus" as used herein shall have the meaning set forth in Rule 433(h) of the 1933 Act Rules and Regulations. The term "Disclosure Package" as used herein shall mean the Preliminary Prospectus as most recently amended or supplemented immediately prior to the Closing, together with the Issuer Free Writing Prospectuses identified in Schedule IV hereto, if any, and any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package. The Preliminary Prospectus, any Issuer Free Writing Prospectus required to be filed pursuant to Rule 433(d) of the 1933 Act Rules and Regulations and deemed the Prospectus delivered to be a part the Placement Agents for use in connection with the issuance and sale of the registration statement Securities have been and will be identical to the respective versions thereof transmitted to the SEC for filing via the Electronic Data Gathering Analysis and Retrieval System ("XXXXX"), except to the extent permitted by Regulation S-T. For purposes of this Agreement, the words "amend," "amendment," "amended," "supplement" or "supplemented" with respect to the Registration Statement, the Prospectus, any Free Writing Prospectus or the Disclosure Package shall mean amendments or supplements to the Registration Statement, the Prospectus, any Free Writing Prospectus or the Disclosure Package, as the case may be; as well as documents filed after the date of this Agreement and prior to the completion of the Effective Time pursuant to Rule 430A distribution of the Rules Securities and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any incorporated by reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectustherein as described above.

Representations, Warranties and Agreements of the Company. The Company representsand the Subsidiary Guarantor represent and warrant to, warrants and agrees agree with, the several Initial Purchasers on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, did not, and on the Closing Date the Offering Memorandum will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Subsidiary Guarantor make no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company by or on behalf of any Initial Purchaser specifically for use therein (the "Initial Purchasers' Information"). (b) Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all of the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act. (c) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). (d) Except as set forth an Exhibit A hereto, the Company has no subsidiaries and holds no minority interest in any entity. The Company and each of its subsidiaries have been duly incorporated or formed and are validly existing as corporations, limited liability companies or limited partnerships in good standing under the laws of their respective jurisdictions of incorporation or formation, are duly qualified to do business and are in good standing as foreign corporations, limited liability companies or limited partnerships in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such power or authority would not, singularly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect"). (e) As of the Closing Date, the Company will have an authorized capitalization as set forth in the Offering Memorandum under the heading "Capitalization"; all of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and the capital stock of the Company conforms in all material respects to the description thereof contained in the Offering Memorandum, including, in particular, under the heading "Description of Capital Stock". All of the outstanding shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth on Exhibit A hereto, are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party, other than (i) liens, charges, encumbrances and security interests created by the Credit Agreement dated as of July 17, 1998, among the Company, the Lenders identified therein, The Chase Manhattan Bank, as Administrative Agent and Issuing Bank, TD Securities (USA) Inc., as Syndication Agent, and Bankers Trust Company, as Documentation Agent, and (ii) restrictions upon voting or transfer arising under (A) the Stockholders' Agreement dated as of July 17, 1998, among AT&T Wireless PCS Inc., TWR Cellular, Inc., the investors identified therein, the individuals identified therein and the Company, (B) the Management Agreement dated as of July 17, 1999, between TeleCorp Management Corp. and the Company and (C) the Investors Stockholders' Agreement dated as of July 17, 1998, among AT&T Wireless PCS, Inc., CB Capital Investors, L.P., Private Equity Investors III, L.P., Equity-Linked Investors-II, Entergy Technology Holding Company, Whitney Equity Partners, L.P., Whitney Strategic Partners III, L.P., X.X. Xxxxxxx III, L.P., Media/Communications Investors Limited Partnership, Media/Communications Partners III Limited Partnership, Toronto Dominion Investments, Inc., Northwood Ventures LLC, Northwood Capital Partners LLC, One Liberty Fund III, L.P., Xxxx Communications Partners, L.P., HCP Capital Fund, L.P. and the stockholders named therein. (f) Each of the Company and the Subsidiary Guarantor has full right, power and authority to execute and deliver this Agreement, the Indenture, the Registration Rights Agreement and the Securities (in the case of the Company only) (collectively, the "Transaction Documents") and to perform its obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly and validly taken. (g) This Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantor and constitutes a valid and legally binding agreement of the Company and the Subsidiary Guarantor. (h) The Registration Rights Agreement has been duly authorized by the Company and the Subsidiary Guarantor and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and the Subsidiary Guarantor enforceable against the Company and the Subsidiary Guarantor in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (i) The Indenture has been duly authorized by the Company and the Subsidiary Guarantor and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and the Subsidiary Guarantor enforceable against the Company and the Subsidiary Guarantor in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (j) The Securities have been duly authorized by the Company and the Subsidiary Guarantor and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and the Subsidiary Guarantor, as guarantor, entitled to the benefits of the Indenture and enforceable against the Company as issuer, and the Subsidiary Guarantor, as guarantor, in accordance with their terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (k) Each Transaction Document and each other document described in the Offering Memorandum conforms in all material respects to the description thereof contained in the Offering Memorandum. (l) The execution, delivery and performance by the Company and the Subsidiary Guarantor of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Securities and compliance by the Company and the Subsidiary Guarantor with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries (other than as provided by the Indenture) pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company and the Subsidiary Guarantor of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Securities and compliance by the Company and the Subsidiary Guarantor with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, filings, registrations or qualifications (i) which shall have been obtained or made prior to the Closing Date, (ii) as may be required to be obtained or made under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws as provided in the Registration Rights Agreement, (iii) the failure to obtain (A) could not reasonably be expected to have a Material Adverse Effect or (B) would not materially and adversely affect the legal, valid and binding obligations of the Company or the Subsidiary Guarantor under the Transaction Documents or the ability of the Company or the Subsidiary Guarantor to perform its obligations under any of the Transaction Documents or (iv) which are otherwise not material in the context of the sale of the Securities. (m) PricewaterhouseCoopers LLP are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants ("AICPA") and its interpretations and rulings thereunder. The historical financial statements (including the related notes) contained in the Offering Memorandum comply in all material respects with the requirements applicable to a registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (except that disclosure of earnings per share and certain supporting schedules are omitted); such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the “Rule 462 Registration Statement”)periods covered thereby and fairly present the financial position of the entities purported to be covered thereby at the respective dates indicated and the results of their operations and their cash flows for the respective periods indicated; and the historical financial information contained in the Offering Memorandum under the headings "Capitalization", then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use "Selected Historical and Pro Forma Consolidated Financial Information" and "Management's Discussion and Analysis of any Preliminary Prospectus.Financial Condition and

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A An “automatic shelf registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and on Form S-3 (File No. 333-184717) in respect of the rules and regulations (the “Rules and Regulations”) of Securities has been filed with the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with not earlier than three years prior to the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies date of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which ; such registration statement, or the most recent and any post-effective amendment thereto, if any, was declared became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission; “Effective Date” means the date , and no notice of objection of the Effective TimeCommission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; “Preliminary Prospectus” means each prospectus included in the various parts of such registration statement, or amendments thereof, before it became effective under including all exhibits thereto (other than the Statement of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus that is filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations Securities Act and deemed by Rule 430B under the Securities Act to be a part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the Effective Time Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is hereinafter called the “Base Prospectus”; the final prospectus supplement to such prospectus (including the Base Prospectus) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b424(b) under the Securities Act (Act, is hereinafter called the “Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 462 424(b), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement”), then the Base Prospectus, any reference herein to Preliminary Prospectus, the term “Registration Statement” Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such Rule 462 prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement. The Commission has not issued any order preventing or suspending , the use of Base Prospectus, any Preliminary Prospectus., the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any amendment thereto, as of their applicable effective dates relating to the Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Final Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III hereto; and the “Applicable Time” means 4:15 p.m. (New York City time) on the date of this Agreement. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-1 with respect to F-3 (File No. 333-254878) covering the Company, public offering and sale of certain securities including the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of Securities under the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such amendments to such registration statement and each of the amendments thereto (including post effective amendments) as may have been delivered by the Company required to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such this Agreement. Such automatic shelf registration statement, as amended at the Effective Time, (including all information contained in the final prospectus filed any post effective amendments) became automatically effective upon filing with the Commission pursuant to Rule 424(b462(e) of the Rules Securities Act. Such registration statement, as amended (including post effective amendments thereto), the exhibits and Regulations any schedules thereto, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act and the documents and information otherwise deemed to be a part of thereof or included therein by Rule 430B under the registration statement as of the Effective Time Securities Act or otherwise pursuant to Rule 430A of the Rules and Regulations; and , is herein called the “ProspectusRegistration Statement.” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed or files an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” Statement shall be deemed to include such Rule 462 Registration Statement. The Company is filing with the Commission has not issued pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such Final Prospectus and any order preventing preliminary prospectus supplement or suspending “red hxxxxxx,” in the use form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus.” Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Applications system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus shall be deemed to mean and include the subsequent filing of any Preliminary Prospectus.document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. The Company has filed, in accordance with Section 12(b) of the Exchange Act”), a registration statement on Form 8-A to register the Shares (the “Form 8-A Registration Statement”) and registration statements on Form F-6 and Form F-6EF to register the American Depositary Shares (“Form F-6 Registration Statements”). For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company representsand each of the Guarantors represent and warrant to, warrants and agrees agree with, the Initial Purchasers on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) A Each of the Preliminary Offering Memorandum (including the SEC Reports) and the Offering Memorandum (including the SEC Reports), as of their respective dates, did not, and on the Closing Date the Offering Memorandum will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company by or on behalf of any Initial Purchaser specifically for use therein (the "Initial Purchasers' Information"). (b) Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all of the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act. (c) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). (d) The Company and each of its subsidiaries have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation, are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such power or authority would not, singularly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations or business of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect"). (e) As of the Closing Date, the Company will have an authorized capitalization as set forth in the Offering Memorandum under the heading "Capitalization"; and all of the outstanding shares of capital stock of Holdings and of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except with respect to Biocide, Inc., a Delaware corporation, 80% of the capital stock of which is owned by the Company, and as described in the Offering Memorandum under the caption "Description of Other Indebtedness," are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party. All the capital stock (i) of the Company is owned directly by Holdings and (ii) of Holdings is owned directly by LLC, in each case, except as described in the Offering Memorandum under the caption "Description of Other Indebtedness," free and clear of any lien, charge, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party. As of the Closing Date, Evercore Capital Partners L.P. has the power to appoint a majority of the managers of the Board of Managers of the LLC. (f) The statements set forth in the Offering Memorandum by reference to the 10-K under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Certain Relationships and Related Transactions" insofar as they purport to describe the documents referred to therein constitute a fair summary thereof. (g) Holdings, the Company and the Guarantors each have full right, power and authority to execute and deliver, as applicable, this Agreement, the Indenture, the Registration Rights Agreement, the Securities and the Amendment (collectively, the "Transaction Documents") and to perform their respective obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly and validly taken. (h) This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors and constitutes a valid and legally binding agreement of the Company and each of the Guarantors. (i) The Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except to the extent that (i) such enforceability may be limited by (A) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (B) general equitable principles (whether considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought and (ii) any rights to indemnity or contribution thereunder may be limited by federal or state securities laws or public policy considerations. (j) The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought. On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (k) The Securities have been duly authorized by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantors, entitled to the benefits of the Indenture and enforceable against the Company as issuer, and each of the Guarantors, as guarantors, in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought. (l) The Amendment has been duly authorized, executed and delivered by Holdings and the Company and constitutes a valid and legally binding agreement of Holdings and the Company enforceable against Holdings and the Company in accordance with its terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought. (m) Each Transaction Document conforms in all material respects to the description thereof contained in the Offering Memorandum. (n) The execution, delivery and performance by the Company and each of the Guarantors of each of the applicable Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Securities and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except where such conflict, breach or violation would not, singularly or in the aggregate, have a Material Adverse Effect, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Securities and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, filings, registrations or qualifications (i) which shall have been obtained or made prior to the Closing Date, (ii) as may be required to be obtained or made under the Securities Act and applicable state securities laws as provided in the Registration Rights Agreement and (iii) the failure to obtain which would not, singularly or in the aggregate, have a Material Adverse Effect. (o) Arthur Andersen LLP ("Arthur Andersen") are independent certified xxxxxx xxxxxxxxnts witx xxxxexx xx xxe Company and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants ("AICPA") and its interpretations and rulings thereunder. The historical financial statements (including the related notes) contained in the Offering Memorandum comply in all material respects with the requirements applicable to a registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (except that certain supporting schedules are omitted); such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the “Rule 462 Registration Statement”), then any reference herein periods covered thereby and fairly present the financial position of the entities purported to be covered thereby at the term “Registration Statement” shall respective dates indicated and the results of their operations and their cash flows for the respective periods indicated; and the financial information contained in the Offering Memorandum under the headings "Summary -- Summary Historical Financial Information," "Selected Financial Data," Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" are derived from the accounting records of the Company and its subsidiaries and fairly present the information purported to be deemed to include such Rule 462 Registration Statementshown thereby. The Commission has not issued any order preventing or suspending other historical financial and statistical information and data included in the use of any Preliminary ProspectusOffering Memorandum are, in all material respects, fairly presented.

Representations, Warranties and Agreements of the Company. The Company Each of the Trust and the Company, jointly and severally, represents, warrants and agrees that: (a) A registration statement on Form S-1 S-1, and amendments thereto, with respect to the Company, the Selling Stockholders and the Stock Capital Securities has (i) been prepared by the Trust and the Company in conformity with the requirements of the United States Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; and a second registration statement on Form S-1 with respect to the Capital Securities (i) may also be prepared by the Trust and the Company in conformity with the requirements of the Securities Act and the Rules and Regulations and (ii) if to be so prepared, will be filed with the Commission under the Securities Act pursuant to Rule 462(b) of the Rules and Regulations on the date hereof. Copies of the first such registration statement and each of the amendments thereto to such registration statement, together with the form of any such second registration statement, have been delivered by the Trust and the Company to youyou as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “"Effective Time” " means (i) with respect to the first such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission, and "Effective Times" is the collective reference to both Effective Times; “"Effective Date” " means (i) with respect to the first such registration statement, the date of the Effective TimeTime of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; “"Preliminary Prospectus” " means each prospectus included in any such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Trust and the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Primary Registration Statement” " means such the first registration statement referred to in this Section 1(a), as amended, at its Effective Time, "Rule 462(b) Registration Statement" means the second registration statement, if any, referred to in this Section 1(a), as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules Commission, and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus."Registration

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees with each of the Underwriters that: : (a) A registration statement on Form S-1 (File No. 333-62353) with respect to the CompanyShares, the Selling Stockholders Representatives' Warrants and the Stock Representatives' Warrant Stock, including a prospectus subject to completion, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "Act”"), and the applicable rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) under the Act and has been filed with the Commission under Commission; such amendments to such registration statement and such amended prospectuses subject to completion as may have been required prior to the Securities Act date hereof have been similarly prepared and (iii) become effective under filed with the Securities ActCommission; and the Company will file such additional amendments to such registration statement and such amended prospectuses subject to completion as may hereafter be required. Copies of such registration statement and amendments and of each of related prospectus subject to completion (the amendments thereto "Preliminary Prospectuses") have been delivered by the Company to you. As used in this Agreement, “Effective Time” means If the date and registration statement relating to the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was Shares has been declared effective under the Act by the Commission; “Effective Date” means , the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act Company will prepare and any prospectus filed promptly file with the Commission by the Company with information previously omitted from the consent of the Representatives registration statement pursuant to Rule 424(a430A(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission Regulations pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and Regulations or as part of a post-effective amendment to the registration statement (including a final form of prospectus). If the registration statement relating to the Shares has not been declared effective under the Act by the Commission, the Company will prepare and promptly file an amendment to the registration statement, including a final form of prospectus. The term "Registration Statement" as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, in the form in which it became or becomes, as the case may be, effective (including, if the Company omitted information from the registration statement pursuant to Rule 430A(a) of the Rules and Regulations, the information deemed to be a part of the registration statement as of at the Effective Time time it became effective pursuant to Rule 430A 430A(b) of the Rules and Regulations; ) and, in the event of any amendment thereto after the effective date of such registration statement, shall also mean (from and “after the effectiveness of such amendment) such registration statement as so amended. The term "Prospectus” means " as used in this Agreement shall mean the prospectus relating to the Shares as included in such Registration Statement at the form first used to confirm sales of Stock. If time it becomes effective (including, if the Company has filed an abbreviated registration statement to register additional shares of Common Stock omitted information from the Registration Statement pursuant to Rule 462(b430A(a) under of the Securities Act (Rules and Regulations, the “information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 462 Registration Statement”430A(b) of the Rules and Regulations), then except that if any reference herein revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares that differs from the prospectus on file with the Commission at the time the Registration Statement became or becomes, as the case may be, effective (whether or not such revised prospectus is required to be filed with the Commission pursuant to Rule 424(b)(3) of the Rules and Regulations), the term “Registration Statement” "Prospectus" shall be deemed refer to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending revised prospectus from and after the use of any Preliminary Prospectustime it is first provided to the Underwriters for such use.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: 1.1. The Company has filed with the Securities and Exchange Commission (athe “Commission”) A a registration statement on Form S-1 with respect F-1, including a prospectus, relating to the CompanySecurities. The registration statement relating to the Securities (Registration No. 333-248636), as amended, at the Selling Stockholders and time it becomes effective, including the Stock has information (iif any) been prepared by the Company in conformity with the requirements deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430C under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and that in any case has not then been superseded or modified, is hereinafter referred to as the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement;” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of StockSecurities is hereinafter referred to as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof. The final prospectus relating to the Securities, as filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement statements to register additional shares of Common Stock Securities pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration StatementStatements”), then any reference herein to the term terms “Registration Statement” shall be deemed to include such the corresponding Rule 462 Registration Statement. The Commission Company has not issued any order preventing or suspending filed, in accordance with Section 12(b) of the use U.S. Securities Exchange Act of any Preliminary Prospectus.1934, as amended (the “Exchange Act”), a registration statement on Form 8-A to register the Shares under the Exchange Act (the “Form 8-A Registration Statement”). For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A An “automatic shelf registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and on Form S-3 (File No. 333-184717) in respect of the rules and regulations (the “Rules and Regulations”) of Securities has been filed with the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with not earlier than three years prior to the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies date of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which ; such registration statement, or the most recent and any post-effective amendment thereto, if any, was declared became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission; “Effective Date” means the date , and no notice of objection of the Effective TimeCommission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; “Preliminary Prospectus” means each prospectus included in the various parts of such registration statement, or amendments thereof, before it became effective under including all exhibits thereto (other than the Statement of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus that is filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations Securities Act and deemed by Rule 430B under the Securities Act to be a part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the Effective Time Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is hereinafter called the “Base Prospectus”; the final prospectus supplement to such prospectus (including the Base Prospectus) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b424(b) under the Securities Act (Act, is hereinafter called the “Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 462 424(b), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement”), then the Base Prospectus, any reference herein to Preliminary Prospectus, the term “Registration Statement” Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such Rule 462 prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement. The Commission has not issued any order preventing or suspending , the use of Base Prospectus, any Preliminary Prospectus., the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any amendment thereto, as of their applicable effective dates relating to the Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Pricing Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III hereto; and the “Applicable Time” means 4:00 p.m. (New York City time) on the date of this Agreement. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. (A) The Company represents, warrants and agrees that: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 with respect F-1, including a prospectus, relating to the CompanyShares, and a registration statement on Form F-6 relating to the Selling Stockholders and American Depositary Shares. The registration statement relating to the Stock has Shares, as amended at the time it becomes effective, including the information (iif any) been prepared by the Company in conformity with the requirements deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (is hereinafter referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective TimeRegistration Statement.” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each Any preliminary prospectus included in such registration statement, the Registration Statement or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of under the Rules and Regulations; Securities Act prior to or on the date hereof is a “Preliminary Prospectus.” The Preliminary Prospectus that was included in the Registration StatementStatement immediately prior to the Applicable Time (as defined below) is hereinafter referred to as the “Pricing Prospectus.” means such registration statementThe final prospectus relating to the Shares, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations and deemed Securities Act is hereafter referred to be a part of as the “Prospectus.” The registration statement relating to the American Depositary Shares, as of amended at the Effective Time pursuant time it becomes effective, is hereinafter referred to Rule 430A of as the Rules and Regulations; and “ProspectusADS Registration Statement.” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement statements to register additional shares of Common Stock Class A Ordinary Shares or American Depositary Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration StatementStatements”), then any reference herein to the term terms “Registration Statement” and “ADS Registration Statement” shall be deemed to include such the corresponding Rule 462 Registration Statement. The Commission Company has not issued any order preventing or suspending filed, in accordance with Section 12 of the use U.S. Securities Exchange Act of any Preliminary Prospectus.1934, as amended (the “Exchange Act”), a registration statement on Form 8-A to register the Shares and the American Depositary Shares (the “Form 8-A Registration Statement”). For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees with the Underwriters that: (a) A registration statement on Form S-1 F-3 (File No. 333-81212) with respect to the Company, the Selling Stockholders Firm Shares and the Stock Option Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; and a second registration statement on Form F-3 with respect to the Firm Shares and the Option Shares (i) may also be prepared by the Company in conformity with the requirements of the Securities Act and the Rules and Regulations and (ii) if to be so prepared, will be filed with the Commission on the date hereof under the Securities Act pursuant to Rule 462(b) of the Rules and Regulations. Copies of the first registration statement, including all amendments thereto, and all documents incorporated by reference in the prospectus contained therein, together with the form of any such second registration statement and each of the amendments thereto have been delivered by the Company to youyou as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, “"Effective Time” " means (i) with respect to the first such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission, and "Effective Times" is the collective reference to both Effective Times; “"Effective Date” " means (i) with respect to the first such registration statement, the date of the Effective TimeTime of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; “"Preliminary Prospectus” " means each prospectus included in any such registration statement, or amendments thereofthereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives in accordance with this Agreement pursuant to Rule 424(a) of the Rules and Regulations; “"Primary Registration Statement” " means such the first registration statementstatement referred to in this Section l(a), as amended at the its Effective Time, "Rule 462(b) Registration Statement" means the second registration statement, if any, referred to in this Section 1(a), as filed with the Commission, and "Registration Statements" means both the Primary Registration Statement and any Rule 462(b) Registration Statement, including in each case all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 6(a) hereof and deemed to be a part of the registration statement Registration Statements as of the Effective Time of the Primary Registration Statement pursuant to paragraph (b) of Rule 430A of the Rules and Regulations and the documents incorporated by reference in the prospectus contained in the Registration Statements at the time such parts of the Registration Statements became effective; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to any Preliminary Prospectus or the term “Registration Statement” Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such Rule 462 Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statements shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with the Placement Agents that: (ai) A The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement (Registration No. 333-114133) on Form S-1 with respect to S-3 for the registration of equity securities of the Company, including the Selling Stockholders and the Stock Shares, which has (i) been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations thereunder (the “"1933 Act Rules and Regulations”") of the Securities and Exchange Commission (SEC. Such registration statement has been declared effective by the “Commission”) thereunder, (ii) been filed with SEC. The Company meets the Commission requirements for use of Form S-3 under the Securities Act and (iii) become effective under the Securities 1933 Act. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the amendments 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to you. As A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the 1933 Act Rules and Regulations will be filed promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations. The term "Registration Statement" as used in this Agreement, “Effective Time” herein means the date and registration statement as amended at the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities 1933 Act (the "Effective Date"), including financial statements and any prospectus all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and, if applicable, the information deemed to be included by Rule 430A of the 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed with the Commission by SEC in accordance with Rule 462(b) under the Company with 1933 Act (an "Abbreviated Registration Statement"), the consent term "Registration Statement" as used in this Agreement includes the Abbreviated Registration Statement. The term "Prospectus" as used herein means the prospectus constituting a part of the Representatives pursuant to Rule 424(a) of Registration Statement and included in the Rules and Regulations; “Registration Statement” means such registration statement, as amended Statement at the Effective TimeDate, as supplemented by each prospectus supplement relating to the offering of the Shares, including all information contained in the final any such prospectus supplement filed with the Commission pursuant to Rule 424(b) of the 1933 Act Rules and Regulations (the "Prospectus Supplement") and deemed including any information and documents included therein from time to be a part of the registration statement as of the Effective Time time by reference pursuant to Item 12 of Form S-3 under the 1933 Act. The term "Preliminary Prospectus" as used herein shall mean a preliminary prospectus as contemplated by Rule 430 or 430A of the 1933 Act Rules and Regulations included at any time in the Registration Statement, including any such preliminary prospectus supplement relating to the Shares filed by the Company pursuant to the 1933 Act containing a "subject to completion" legend as described in paragraph 10 of Item 501 of Regulation S-K of the 1933 Act Rules and Regulations; and “Prospectus” means . For purposes of this Agreement, the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein words "amend," "amendment," "amended," "supplement" or "supplemented" with respect to the term “Registration Statement” Statement or the Prospectus shall be deemed mean amendments or supplements to include such Rule 462 the Registration Statement. The Commission has not issued any order preventing Statement or suspending the use Prospectus, as the case may be; as well as documents filed after the date of any Preliminary Prospectusthis Agreement and prior to the completion of the distribution of the Shares and incorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company. (a) The Company representsrepresents and warrants to the Placement Agent as of the date hereof, warrants as of the Initial Time of Sale referred to in Section 3(a)(ii) hereof, as of the Closing Date and as of any other date specified below, and agrees with the Placement Agent, that: (ai) At the time of filing the registration statement on Form S-3 (Registration No. 333-128164) the Company met, and the Company meets, the requirements for use of Form S-3 under the 1933 Act (as hereinafter defined) for a primary offering. A registration statement on Form S-1 S-3 (Registration No. 333-128164) with respect to the CompanySecurities, and such amendments to such registration statement as may have been required to the Selling Stockholders date of this Agreement, a related prospectus dated September 14, 2005 (the “Base Prospectus”), a preliminary prospectus supplement dated September 16, 2008 relating to the Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated September 17, 2008 relating to the Stock has Securities (i) the “Final Prospectus Supplement”), have been or will be carefully prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “CommissionSEC”) thereunder, (ii) and such registration statement and any such amendments have been filed with the Commission SEC under the Securities Act and 1933 Act. Such registration statement as so amended (iii) become if applicable), has been declared effective under by the Securities ActSEC. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430B of the amendments 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to you. As used in the Placement Agent (it being understood between the parties hereto that, for purposes of this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include have delivered, furnished or otherwise provided to the Placement Agent any Form 10-K, Form 10-Q, Form 8-K, proxy statement or registration statement or any amendment or supplement to the foregoing (but in each case excluding any exhibits to any of the foregoing and the contents of any such Rule 462 Registration Statementexhibit) that the Company shall have filed with the SEC and that was publicly available under the Company’s name on the SEC’s XXXXX (as hereinafter defined) system on September 11, 2008, unless the Company shall have received a request for delivery thereof from the Placement Agent). The Commission has not issued any order preventing or suspending Final Prospectus Supplement containing information permitted to be omitted at the use time of any Preliminary Prospectus.effectiveness by Rule 430B of the 1933 Act Rules and Regulations will be filed promptly, and the

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The registration statement contains two prospectuses to be used in connection with the offering and sale of the Stock: the U.S. prospectus, to be used in connection with the offering and sale of Stock in the United States and Canada to United States and Canadian Persons, and the international prospectus, to be used in connection with the offering and sale of Stock outside the United States and Canada to persons other than United States and Canadian Persons. The international prospectus is identical to the U.S. prospectus except for the outside front cover page and the section entitled "Underwriting". Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” "EFFECTIVE DATE" means the date of the Effective Time; “Preliminary Prospectus” "PRELIMINARY PROSPECTUS" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” "REGISTRATION STATEMENT" means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” "PROSPECTUS" means the U.S. prospectus and the international prospectus in the form respective forms first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.to

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees (i) on and as of the date the Offering Materials are first distributed to holders of the Remarketed Securities (the "Commencement Date"), (ii) on and as of each Effective Date (as defined herein), if any, if such Effective Date is not the Commencement Date and (iii) on and as of the Scheduled Remarketing Date on which Remarketing occurs (the "Remarketing Date"), that: (a) A If a registration statement on Form S-1 is required to be filed in connection with the Remarketing, such registration statement, and any required amendment thereto, with respect to the Company, the Selling Stockholders and the Stock has Remarketed Securities have (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “"Effective Time” " means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective TimeTime of such registration statement; “"Preliminary Prospectus” " means each prospectus included in any such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Remarketing Agent pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such registration statement, as amended at the its Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 5(b) hereof and deemed to be a part of the registration statement Registration Statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to Rule 462(b424(b) under of the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration StatementRules and Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus.

Representations, Warranties and Agreements of the Company. The Company representsand the Principal Selling Stockholder, warrants Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and agrees Xxxx X. Xxxxxxxx jointly and severally represent and warrant to and agree with each Underwriter that: (a) A registration statement on Form S-1 SB-2 (File No. 333-51055) with respect to the CompanyShares, the Selling Stockholders and the Stock including a prospectus, has (i) been prepared by the Company in material conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”"ACT"), and the applicable rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder, (ii) under the Act and has been filed with the Commission under Commission; such amendments to such registration statement, such amended prospectuses and such abbreviated registration statements pursuant to Rule 462(b) of the Securities Act Rules and (iii) become effective under Regulations as may have been required prior to the Securities Actdate hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments together with each exhibit filed therewith, of each related prospectus (the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date "PRELIMINARY PROSPECTUSES") and the time as of which such any abbreviated registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives statement pursuant to Rule 424(a462(b) of the Rules and Regulations; “Registration Statement” means such Regulations have been delivered to you. If the registration statementstatement relating to the Shares has been declared effective under the Act by the Commission, as amended at the Effective Time, including all information contained in the final prospectus filed Company will prepare and promptly file with the Commission Commission, pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a or as part of a post-effective amendment to the registration statement as (including a final form of prospectus), the Effective Time information omitted from the registration statement pursuant to Rule 430A 430A(a) of the Rules and Regulations or, if Cruttenden Xxxx Incorporated, on behalf of the several Underwriters, shall agree to the utilization of Rule 434 of the Rules and Regulations; , the information required to be included in any term sheet filed pursuant to Rule 434(b) or (c), as applicable, of the Rules and “Prospectus” means the prospectus in the form first used to confirm sales of StockRegulations. If the Company has filed an abbreviated registration statement relating to register additional shares the Shares has not been declared effective under the Act by the Commission, the Company will prepare and promptly file an amendment to the registration statement, including a final form of Common Stock prospectus, or, if Cruttenden Xxxx Incorporated, on behalf of the several Underwriters, shall agree to the utilization of Rule 434 of the Rules and Regulations, the information required to be included in any term sheet filed pursuant to Rule 462(b434(b) under the Securities Act or (the “Rule 462 Registration Statement”c), then any reference herein to as applicable, of the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusRules and Regulations.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees (i) on and as of the date hereof, (ii) on and as of the date the Offering Memorandum or other Remarketing Materials (each as defined in Section 2(a) below) are first distributed in connection with the Remarketing (the "Commencement Date") and (iii) on and as of the Remarketing Settlement Date, that: (a) A registration statement on Form S-1 with respect The Company will prepare an offering memorandum dated the date hereof relating to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities ActSecurities. Copies of such registration statement and each of the amendments thereto have been offering memorandum will be delivered by the Company to you. As used in this Agreement, “Effective Time” "Offering Memorandum" means such offering memorandum, including the date and documents incorporated by reference therein, in each case as amended or supplemented. Reference made herein to any Preliminary Offering Memorandum, the time as of which such registration statement, Offering Memorandum or the most recent post-effective amendment thereto, if any, was declared effective any other information furnished by the Commission; “Effective Date” means Issuers to the date of Remarketing Agent for distribution to investors in connection with the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective Remarketing (the "Remarketing Materials") shall be deemed to refer to and include any documents incorporated by reference therein under the Securities Act as of the date of such Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, or, in the case of Remarketing Materials, referred to as incorporated by reference therein, and any prospectus reference to any amendment or supplement to any Preliminary Offering Memorandum, the Offering Memorandum or the Remarketing Materials shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Offering Memorandum or the Offering Memorandum incorporated by reference therein or, if so incorporated, the Remarketing Materials, as the case may be. The Offering Memorandum, will not as of its date and as of the Commencement Date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by you specifically for inclusion therein. (b) The documents incorporated by reference in the Offering Memorandum (the "Incorporated Documents"), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the Rules and Regulations thereunder (collectively, the "Exchange Act"); none of such Incorporated Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference or deemed to be incorporated by reference in the Offering Memorandum, when such documents are filed with Commission by will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (c) The Company and each of Washington Mutual Bank, FA, New American Capital, Inc. and Washington Mutual Bank have been duly incorporated and are validly existing as corporations or depository institutions in good standing under the laws of their respective jurisdictions of incorporation are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification other than where such failures would not, either individually or in the aggregate, have a material adverse effect on the business, financial condition, operating results or prospects of the Company with and its subsidiaries taken as a whole, and have all power and authority necessary to own or hold their respective properties and to conduct the consent businesses in which they are engaged; and neither the Trust nor any of the Representatives pursuant to subsidiaries of the Company (other than Washington Mutual Bank, F.A., New American Capital, Inc. and Washington Mutual Bank (collectively, the "Significant Subsidiaries")) is a "significant subsidiary", as such term is defined in Rule 424(a) 405 of the Rules and Regulations. (d) Each of the Company and the Trust has an authorized capitalization as set forth in the Offering Memorandum, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; “Registration Statement” means and all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. (e) Washington Mutual Bank, FA, Washington Mutual Bank and New American Capital, Inc. constitute the only "significant subsidiaries" (as such registration statementterm is defined in Rule 1-02 of Regulation S-X) of the Company. (f) The Indenture has been duly authorized, as amended executed and delivered by the Company and (assuming due execution and delivery by the Debenture Trustee) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Effective TimeDebentures have been duly authorized, including all information executed, issued and delivered by the Company and (assuming due authentication by the Debenture Trustee) constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (g) The Declaration has been duly authorized, executed and delivered by the Company and the Administrative Trustees and (assuming due execution and delivery by the Property Trustee and the Delaware Trustee) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (h) The Guarantee Agreement has been duly authorized, executed and delivered by the Guarantor and (assuming due execution and delivery by the Guarantee Trustee) constitutes a valid and binding agreement of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (i) This Agreement has been duly authorized, executed and delivered by each of the Company and the Trust. (j) The Remarketed Securities, the Indenture, the Declaration, the Guarantee Agreement and the Remarketing Agreement, when the Remarketed Securities are delivered pursuant to this Agreement, will conform to the descriptions thereof contained in the final prospectus filed Offering Memorandum and in any Remarketing Materials. (k) The execution, delivery and performance of this Agreement, the Indenture, the Declaration, the Guarantee Agreement and the Remarketing Agreement by the Company, the consummation by the Issuers of the transactions contemplated hereby and thereby and the issuance and delivery of the Debentures (the "Transactions") did not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets; and except for such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Act, Trust Indenture Act, Exchange Act and applicable state securities laws in connection with the Commission initial distribution of the Preferred Securities or the Remarketing, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the Transactions. (l) There are no contracts, agreements or understandings between (i) the Company and (ii) any person, granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to Rule 424(bthe Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company or under the Securities Act. (m) Neither the Company nor any of its subsidiaries has sustained, since the date of the Rules latest audited financial statements included or incorporated by reference in the Offering Memorandum or in any Remarketing Materials, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum and Regulations in any Remarketing Materials; and, since such date, there has not been any material change in the consolidated share capital or long-term debt of the Company and deemed to be its subsidiaries or the consolidated share capital or long-term debt of any Significant Subsidiary or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Offering Memorandum and in any Remarketing Materials. (n) The financial statements filed as part of the registration statement Registration Statement or incorporated by reference in the Offering Memorandum or as presented in any Remarketing Materials present fairly the financial condition and results of operations of the Effective Time pursuant entities purported to Rule 430A be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved; and the supporting schedules included or incorporated by reference in the Offering Memorandum or in any Remarketing Materials present fairly the information required to be stated therein. (o) Deloitte & Touche LLP, who have certified certain financial statements of the Company, whose report appears in the Offering Memorandum or is incorporated by reference therein or in any Remarketing Materials and who have delivered the letter referred to in Section 6(h) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations. (p) Other than as set forth or incorporated by reference in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property or asset of the Company or any of its subsidiaries is the subject which could reasonably be expected individually or in the aggregate to have a Material Adverse Effect; and “Prospectus” means to the prospectus Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (q) There are no contracts or other documents which are required to be described in the form first used to confirm sales Offering Memorandum which have not been described in the Offering Memorandum or incorporated therein by reference as permitted by the Rules and Regulations. (r) None of Stock. If the Company nor any Significant Subsidiary has filed any material contingent liability which is not disclosed in the Offering Memorandum. (s) Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws, is in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or is in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its properties or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its properties or assets or to the conduct of its business. (t) Neither the Company nor any Significant Subsidiary of the Company is an abbreviated registration statement "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations of the Commission thereunder. (u) The Company and each Significant Subsidiary has statutory authority, franchises and consents free from burdensome restrictions and adequate for the conduct of the business in which it is engaged. (v) Washington Mutual Bank, FA a federal savings bank (the "Bank") holds a valid charter from the Office of Thrift Supervision to register additional do business as a federal savings bank under the laws of the United States and has full corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum, as amended or supplemented as of the Commencement Date, and all the outstanding shares of Common Stock pursuant to Rule 462(b) under capital stock of the Securities Act (Bank have been duly and validly authorized and issued, are fully paid and nonassessable, and are directly owned by the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use Company free and clear of any Preliminary Prospectusliens and encumbrances.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the Initial Purchasers that: (a) A registration The Offering Memorandum as of the date hereof and as of the Closing Date (as defined in Section 3) does not (or will not), contain any untrue statement on Form S-1 with respect of a material fact or omit to state a material fact necessary in order to make the Companystatements therein, in the Selling Stockholders and light of the Stock has (i) been prepared by circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the requirements Company by or on behalf of any Initial Purchaser relating to such Initial Purchaser specifically for use therein (the "Initial Purchasers' Information"). The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Initial Purchasers' Information consists solely of the last paragraph on the front cover page concerning the terms of the Offering by the Initial Purchasers, the first paragraph of the legends on page "i" concerning over-allotments and the statements relating to the Initial Purchasers in the [third, fourth, sixth, seventh, eighth, tenth, and eleventh] paragraphs under the heading "Plan of Distribution" in the Preliminary Offering Memorandum and the Final Offering Memorandum. (b) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth herein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 19331939, as amended (the “Securities "Trust Indenture Act”"). (c) The Company and each of its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its respective ownership or lease of property or the conduct of its respective businesses requires such qualification, and has all power and authority necessary to own or hold its respective properties and to conduct the businesses in which it is engaged, except where the failure to so qualify or have such power or authority (d) On the Closing Date, the authorized capital stock of the Company will consist of 1,000 shares of common stock, $0.01 par value per share, of which 1,000 shares will be issued and outstanding; all of the outstanding shares of capital stock of the Company are duly and validly authorized and issued and fully paid and non-assessable. All of the outstanding shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party (other than liens and security interests created pursuant to the Second Amended and Restated Credit Agreement dated as of June 5, 1997 (the "Senior Credit Facilities"), the Indenture or applicable law). (e) The Company has all requisite corporate power and authority to execute and deliver this Agreement, the rules and regulations (Indenture, the “Rules and Regulations”) of Registration Rights Agreement, the Securities and Exchange Commission any other agreement or instrument entered into or to be entered into in connection therewith (collectively, the “Commission”"Transaction Documents") and to perform its obligations hereunder and thereunder. (f) This Agreement has been duly authorized, (ii) been filed with the Commission under the Securities Act executed and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) to you. As used the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in this a proceeding in equity or at law) and (ii) to the extent that the enforceability of rights to indemnification and contribution thereunder may be limited by federal or state securities laws or regulations or the public policy underlying such laws or regulations. (g) The Registration Rights Agreement has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (ii) to the extent that the enforceability of rights to indemnification and contribution thereunder may be limited by federal or state securities laws or regulations or the public policy underlying such laws or regulations. (h) The Indenture has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a (i) The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (j) The Exchange Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and the Registration Rights Agreement, “Effective Time” means will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the date Company entitled to the benefits of the Indenture and enforceable against the time as of which Company in accordance with their terms, except to the extent that such registration statementenforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (k) Each Transaction Document that is described in the most recent post-effective amendment theretoOffering Memorandum conforms in all material respects to the description thereof contained in the Offering Memorandum. (l) The execution, if any, was declared effective delivery and performance by the Commission; “Effective Date” means the date Company of each of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statementTransaction Documents, or amendments thereofthe issuance, before it became effective under authentication, sale and delivery of the Securities Act by the Company and any prospectus filed with the Commission compliance by the Company with the consent terms thereof and the consummation by the Company and its subsidiaries of the Representatives pursuant to Rule 424(a) transactions contemplated by the Transaction Documents including, without limitation, the use of the Rules proceeds from the sale of the Securities as described in the Offering Memorandum under the caption "Use of Proceeds" do not and Regulations; “Registration Statement” means will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for any such registration statementconflict, as amended at breach, violation, default, lien, charge or encumbrance that could not, singly or in the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect or any material adverse (m) (a)(i) Coopers & Lybrxxx X.X.P. are independent accountants with respect to the Company and its subsidiaries, Viasystems Group, Inc. ("Viasystems Group") and its subsidiaries, Circo Craft Co. Inc. (name subsequently changed to Viasystems Canada, Inc.) and its subsidiaries ("Circo Craft") and the net assets sold of Viasystems Technologies Corp. ("Viasystems Technologies") (formerly Microelectronics Group, Interconnection Technologies Unit of Lucent Technologies Inc.), (ii) Deloitte & Touche are independent accountants with respect to Circo Craft and its subsidiaries, (iii) KPMG Audit Plc are independent accountants with respect to Forward Group PLC (name subsequently changed to Viasystems Holdings Limited) and its subsidiaries (the "Forward Group") and (iv) Ernst & Young are independent accountants with respect to Interconnection Systems (Holding) Limited (name subsequently changed to Viasystems II Limited) and its subsidiaries ("Chips"), each within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants ("AICPA") and its interpretations and rulings thereunder and (b) the financial statements (including all information the related notes) contained in the final prospectus filed Offering Memorandum have been prepared in conformity with U.S. generally accepted accounting principles other than the Commission pursuant to Rule 424(b) financial statements of Forward Group and Chips which have been prepared in conformity with U.K. generally accepted accounting principles and the Rules and Regulations and deemed to be a part financial statements of Circo Craft which have been prepared in conformity with Canadian generally accepted accounting principles, each consistently applied throughout the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.periods

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the Underwriter that: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders It has prepared and the Stock has (i) been prepared by the Company in conformity filed with the requirements Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission thereunder (collectively, the “Commission”) thereunder"Act"), (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such a registration statement and each of on Form S-1 (No. 333-19613), including a preliminary prospectus subject to completion, relating to the amendments thereto have been delivered by the Company to youSecurities. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such The registration statement, as amended at the Effective Timetime it becomes effective or, if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, including all in each case, financial statements and exhibits and the information (if any) contained in the final a prospectus subsequently filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations Act and deemed to be a part of the registration statement as at the time of the Effective Time its effectiveness pursuant to Rule 430A of under the Rules Act, is hereinafter referred to as the "Registration Statement;" and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has Securities, whether or not filed an abbreviated registration statement to register additional shares of Common Stock with the Commission pursuant to Rule 462(b424(b) under the Securities Act Act, is hereinafter referred to as the "Prospectus." (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. b) The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. When any Preliminary Prospectus was filed with the Commission it (x) complied in all material respects with the requirements of the Act and (y) did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When the Registration Statement becomes effective and at all times subsequent thereto up to the Closing Date (as defined herein), the Registration Statement, the Prospectus and any amendments or supplements thereto, will conform in all material respects with the requirements of the Act, and at such effective time the Registration Statement will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented at the Closing Date, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing does not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of 1939, as amended (together with the rules and regulations thereunder, the "1939 Act"), of the Trustee, and (ii) statements or omissions in the Registration Statement or the Prospectus, as amended or supplemented if applicable, based upon written information furnished to the Company by the Underwriter specifically for use therein. When the Registration Statement becomes effective, including at the date of any post-effective amendment, at the date of the Prospectus and any amendment or supplement thereto (if different) and at the Closing Date, the Indenture will have been qualified under and will conform in all material respects to the requirements of the 1939 Act. (c) Since the respective dates of the most recent financial statements appearing in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) the Company has not and, at and as of the Effective Time, will not have incurred any liabilities or obligations, direct or contingent, or entered into or agreed to enter into any transactions or contracts (written or oral) not in the ordinary course of business which liabilities, obligations, transactions or contracts would, individually or in the aggregate, be material to the condition, financial or otherwise, earnings, affairs or business prospects of the Company, (ii) the Company has not, and, at and as of the Effective Time, will not have purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock, except as otherwise set forth in the Registration Statement and the Prospectus and (iii) there shall not have been any change in the capital stock or long-term indebtedness of the Company, except for those changes in capital stock and long-term indebtedness contemplated by the Transaction Documents. (d) The Company is and, after giving effect to the Transaction, will be, duly incorporated, and validity existing as a corporation in good standing under the laws of Delaware with corporate power and authority to own, lease and operate its properties and conduct its businesses as described in the Registration Statement; The Company is and, after giving effect to the Transaction, will be, duly qualified as a foreign corporation to transact business, and is, and, after giving effect to the Transaction will be, in good standing in each jurisdiction in which either owns or leases properties or in which the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not (i) have a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or prospects of the Company or (ii) materially and adversely affect the offering of the Securities or any of the other transactions contemplated by the Transaction Documents (any such event, a "Material Adverse Effect"). The Company has and at and as of the Effective Time, after giving effect to the Transaction, no subsidiaries. (e) The Company has, and after giving effect to the Transaction, will have the authorized, issued and outstanding capitalization set forth in the Prospectus; all of the outstanding shares of capital stock of the Company are and, after giving effect to the Transaction will be duly authorized and validly issued, fully paid and nonassessable and not issued in violation of any preemptive or similar rights. (f) There are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or liens related to or entitling any person to purchase or otherwise to acquire any shares of capital stock of, or other ownership interest in, the Company, except as otherwise disclosed in the Registration Statement. At and as of the Effective Date, there will be no outstanding subscriptions, rights, warrants options, calls, convertible securities, commitments of sale or liens related to or entitling any person to purchase or otherwise to acquire any shares of capital stock of, or other ownership interest in, the Company except as otherwise disclosed in the Registration Statement. (g) The Company is not, and after giving effect to the Transaction will not be (i) in violation of its charter documents, (ii) in breach or violation of any law, administrative regulation or administrative or court decree or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which its respective properties may be bound, other than with respect to clauses (ii) and (iii), breaches, violations or defaults which would not have a Material Adverse Effect. (h) No consent, approval, authorization or order of any court or governmental authority or agency, or third party is required for the performance of any of the Transaction Documents by the Company or the consummation of the transactions contemplated by the Transaction Documents, except such as may be required under state securities or Blue Sky laws. The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated thereby will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it may be bound or to which any of the property or assets of the Company is, or after giving effect to the Transaction, will be subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any law, rules, regulation or administrative or court decree. (i) The Company possesses, and after giving effect to the Transaction will possess adequate certificates, authorities, permits or other authorizations (collectively, "Permits") including, without limitation, under any applicable Environmental Laws (as defined herein), issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its business as now or proposed to be conducted as set forth in the Prospectus. The Company has, and after giving effect to the Transaction will have fulfilled and performed all of its obligations with respect to such Permits in all material respects. The Company has, and after giving effect to the Transaction will not have received any notice or proceedings relating to the revocation or modification of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. (j) There are no legal or governmental proceedings involving or affecting the Company or any of its properties or assets which are required to be described in a prospectus pursuant to the Act that are not described in the Prospectus, nor are there any material contracts or other documents which are required to be described in a prospectus pursuant to the Act that are not described in the Prospectus. There are no material contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act which have not been so filed. Except as set forth in the Prospectus, there is not pending or, to the knowledge of the Company threatened any action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, to which after the Company (both before and after giving effect to the Transaction) is a party, which affects the Company or, after giving effect to the Transaction, will effect the Company, which, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. (k) The Company has, and after giving effect to the Transaction, will have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by it and necessary in the conduct of its business in each case free and clear of all liens, encumbrances and defects except (i) such as are referred to in the Prospectus, (ii) sales of inventory in the ordinary course of business or (iii) such as do not materially adversely affect the value of such property to it, and do not materially interfere with the use made and proposed to be made of such property by it. All leases, contracts and agreements to which the Company is, and after giving effect to the Transaction, will be a party or by which it is bound are valid and enforceable against it and are valid and enforceable against the other party or parties thereto and are in full force and effect with only such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect. (l) The Company has, and after giving effect to the Transaction, will own or possess adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, know-how and other intellectual property (collectively, "Trademarks") necessary to conduct the business now or proposed to be operated by it as described in the Prospectus, except as would not, individually or in the aggregate, have a Material Adverse Effect; and the consummation of the transactions contemplated hereby and by the Prospectus will not alter or impair any such rights, except for such alterations or impairments as would not have a Material Adverse Effect. The Company has not and, after giving effect to the Transaction, will not have received any notice of infringement of or conflict with (or know of any such infringement of or conflict with) alleged rights of others with respect to any Trademarks (or questioning the validity or effectiveness of any license or other agreement or instrument relating thereto) which, if such alleged infringement or conflict were sustained, would have a Material Adverse Effect; and to the best knowledge of the Company, there is no valid basis for any such claim and the use of such Trademarks by the Company does not infringe on the rights of any person. (m) The Company has, and after giving effect to the Transaction, will have all the requisite corporate power and authority to executive, deliver and perform its obligations under each of the Transaction Documents (other than the Offering Documents); the Merger Agreement has been duly and validly authorized, executed and delivered by the Company and, each of the Transaction Documents and at and as of the Effective Time, will have been duly and validly authorized, executed and delivered by the Company and will constitute a valid and legally binding obligation of the Company enforceable against the Company, in accordance with its terms; and the Transaction has been duly authorized by the stockholders of the Company. (n) The Company has and, after giving effect to the Transaction, will have, all requisite corporate power and authority to execute, deliver and perform its obligations under the Offering Documents, as applicable, and to authorize, issue, sell and deliver the Securities as provided herein and therein. (o) There exists as of the date hereof and will exist on the Closing Date, after giving effect to the transactions contemplated by each of the Transaction Documents, no event or condition which would constitute a default or an event of default or other violation or breach of any Transaction Document. Each of the representations and warranties of the Company contained in each of the Transaction Documents (other than the Offering Documents) are true and correct in all material respects. Each of the Transaction Documents conforms to the description thereof in the Registration Statement in all material respects. (p) Except as disclosed in the Prospectus, and except as would not individually or in the aggregate have a Material Adverse Effect, (w) the Company is in compliance with all applicable Environmental Laws (as defined below), (x) the Company has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with their requirements, (y) there are no pending or, to the best knowledge of the Company, threatened Environmental Claims (as defined below) against the Company and (z) the Company does not have knowledge of any circumstances with respect to any of its properties or operations that could reasonably be anticipated to form the basis of an Environmental Claim against the Company or any of its properties or operations and the business operations relating thereto. For purposes of this Agreement, the following terms shall have the following meanings: "Environmental Law" means, with respect to any person, any federal, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or rule of common law and any published judicial or administrative interpretation thereof including any judicial or administrative order, consent decree or judgment binding on such person or any of its subsidiaries, relating to the environment, health, safety or any chemical, material or substance, exposure to which is prohibited, limited or regulated by any such governmental authority. "Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 with respect F-1, including a prospectus, relating to the CompanyShares, the Selling Stockholders Warrants and the Stock Warrant Shares. A registration statement relating to the American Depositary Shares has (i) been prepared by the Company in conformity filed with the requirements Commission. The registration statement relating to the Shares, the Warrants and the Warrant Shares (Registration No. 333-240331), as amended, at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430C under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and that in any case has not then been superseded or modified, is hereinafter referred to as the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement;” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of StockSecurities is hereinafter referred to as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof. The final prospectus relating to the Securities, as filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereafter referred to as the “Prospectus”. The registration statement on Form F-6 relating to the American Depositary Shares (Registration No. 333- 156635), as amended at the time it becomes effective, is hereinafter referred to as the “ADS Registration Statement.” If the Company has filed an abbreviated registration statement statements to register additional shares of Common Stock Shares, Warrants, Warrant Shares and/or American Depositary Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration StatementStatements”), then any reference herein to the term terms “Registration Statement” and “ADS Registration Statement” shall be deemed to include such the corresponding Rule 462 Registration Statement. The Commission Company has not issued any order preventing or suspending filed, in accordance with Section 12(b) of the use U.S. Securities Exchange Act of any Preliminary Prospectus.1934, as amended (the “Exchange Act”), a registration statement on Form 8-A to register the Shares and the American Depositary Shares (the “Form 8-A Registration Statement”). For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 with respect to the Company, the Selling Stockholders and the Stock Notes has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; and the Base Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and each of the any amendments thereto have been delivered by the Company to youyou as the Representatives (the “Representatives”) of the Underwriters. The Company has also filed, or proposes to file, with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Notes (the “Prospectus Supplement”). As used in this Agreement, “Effective Time” means the date and the time as of which any part of such registration statementstatement became, or is deemed to have become, effective under the most recent post-effective amendment thereto, if any, was declared effective by Securities Act in accordance with the CommissionRules and Regulations; “Effective Date” means the date of the any Effective Time; “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Notes; “Preliminary Prospectus” means each preliminary prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus or filed with the Commission by the Company with the consent of the Representatives Representatives, as provided herein, pursuant to Rule 424(a424(b) of the Rules and RegulationsRegulations and the preliminary prospectus supplement specifically relating to the Notes; “Registration Statement” means such registration statement, as amended at the most recent Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 5(a) hereof and deemed to be a part of the registration statement as of the such Effective Time pursuant to Rule 430A 430A, Rule 430B or Rule 430C of the Rules and Regulations; and “Prospectus” means such final prospectus as supplemented by the prospectus Prospectus Supplement specifically relating to the Notes in the form first used to confirm sales of Stock. If the Company has Notes and as filed an abbreviated registration statement to register additional shares of Common Stock with the Commission pursuant to Rule 462(b424(b) of the Rules and Regulations; “Time of Sale” means the time when sales or contracts for sales of the Notes were first made; and “Pricing Disclosure Package” means, as of the Time of Sale, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus listed on Schedule 2 hereto. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Rule 462 Registration StatementExchange Act”), then after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the initial Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusProspectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or threatened by the Commission. The Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(2) of the Rules and Regulations.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, the Underwriter as of the date hereof, and as of the First Closing Date (as defined in Section 3(a) below) and the Option Closing Date (as defined in Section 3(b) below), if any, as follows: (a) A The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement statement, and an amendment or amendments thereto, on Form S-1 with respect to (File No. 333-125681) including any related preliminary prospectus for the Companyregistration of the Shares under the Securities Act of 1933, as amended (the Selling Stockholders "SECURITIES ACT"), which registration statement and the Stock has (i) amendment or amendments thereto have been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youthe Underwriter. As used in this Agreement, “Effective Time” "EFFECTIVE TIME" means the date and the time as of which such registration statementRegistration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” "EFFECTIVE DATE" means the date of the Effective Time; “Preliminary Prospectus” "PRELIMINARY PROSPECTUS" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) 424 of the Rules and Regulations; “"REGISTRATION STATEMENT" means such Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus Final Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement Registration Statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” "FINAL PROSPECTUS" means the final prospectus in the form first used to confirm sales of Stock. Shares, and "PROSPECTUS" means collectively the "Preliminary Prospectus" and the "Final Prospectus." If the Company has filed an abbreviated registration statement Registration Statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”"RULE 462(B) REGISTRATION STATEMENT"), then any reference herein to the term “Registration Statement” "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.462(b)

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 SB-2 (File No. 333-24421) with respect to the CompanyShares, the Selling Stockholders and the Stock including a prospectus subject to completion, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "Act”"), and the applicable rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) under the Act and has been filed with the Commission under Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Securities Act Rules and (iii) become effective under Regulations as may have been required prior to the Securities Actdate hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be reasonably required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") and of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such any abbreviated registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives statement pursuant to Rule 424(a462(b) of the Rules and Regulations; “Registration Statement” means such Regulations have been delivered to you. If the registration statementstatement relating to the Shares has been declared effective under the Act by the Commission, as amended at the Effective Time, including all information contained in the final prospectus filed Company will prepare and promptly file with the Commission the information omitted from the registration statement pursuant to Rule 430A(a) or, if Cruttenden Roth Xxxorporated, on behalf of the several Underwriters, shall agree to the utilization of Rule 434 of the Rules and Regulations, the information required to be included in any term sheet filed pursuant to Rule 434(b) or (c), as applicable, of the Rules and Regulations pursuant to subparagraph (1), (4) or (7) of Rule 424(b) of the Rules and Regulations and deemed to be a or as part of a post-effective amendment to the registration statement as (including a final form of prospectus). If the registration statement relating to the Shares has not been declared effective under the Act by the Commission, the Company will prepare and promptly file an amendment to the registration statement, including a final form of prospectus, or, if Cruttenden Roth Xxxorporated, on behalf of the Effective Time pursuant several Underwriters, shall agree to the utilization of Rule 430A 434 of the Rules and Regulations; and “Prospectus” means , the prospectus information required to be included in the form first used to confirm sales of Stock. If the Company has any term sheet filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b434(b) under the Securities Act or (the “Rule 462 Registration Statement”c), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.as

Representations, Warranties and Agreements of the Company. I. The Company represents, represents and warrants to and agrees with each Underwriter and each Selling Shareholder that: (a) A registration statement on Form S-1 S-3 (File No. 333-21977) with respect to the CompanyShares, the Selling Stockholders and the Stock including a prospectus subject to completion, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "Act”"), and the applicable rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) under the Act and has been filed with the Commission under Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Securities Act Rules and (iii) become effective under Regulations as may have been required prior to the Securities Actdate hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses"), including all documents incorporated by reference therein, and of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such any abbreviated registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives statement pursuant to Rule 424(a462(b) of the Rules and Regulations; “Registration Statement” means such Regulations have been delivered to you. The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Act. If the registration statementstatement relating to the Shares has been declared effective under the Act by the Commission, as amended at the Effective Time, including all information contained in the final prospectus filed Company will prepare and promptly file with the Commission the information omitted from the registration statement pursuant to Rule 430A(a) of the Rules and Regulations pursuant to subparagraph (1), (4) or (7) of Rule 424(b) of the Rules and Regulations and deemed to be a or as part of a post-effective amendment to the registration statement as (including a final form of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stockprospectus). If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein relating to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission Shares has not issued any order preventing or suspending the use of any Preliminary Prospectus.been declared

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees with each Underwriter that: (ai) A registration statement on The Company meets the requirements for use of Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of under the Securities Act of 1933, as amended (the “Securities "Act”"). A registration statement on Form S-1 (Registration No. ________________) in respect to the Shares, including a preliminary prospectus, and such amendments to such registration statement as may have been required to the date of this Agreement, has been prepared by the Company pursuant to and in conformity with the requirements of the Act, and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunder, (ii) promulgated thereunder and has been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the amendments thereto Rules and Regulations) contained therein, the exhibits, financial statements and schedules have heretofore been delivered by the Company to you. As used in this AgreementIf such registration statement has not become effective under the Act, “Effective Time” means the date and the time as of which a further amendment to such registration statement, or the most recent post-effective amendment theretoincluding a form of final prospectus, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in necessary to permit such registration statement, or amendments thereof, before it became statement to become effective under the Securities Act and any prospectus will be filed with the Commission promptly by the Company with the consent Commission. If such registration statement has become effective under the Act, a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Representatives pursuant to Rules and Regulations will be filed promptly by the Company with the Commission in accordance with Rule 424(a424(b) of the Rules and Regulations; “. The term Registration Statement” Statement as used herein means such the registration statement, statement as amended at the time it becomes or became effective under the Act (the "Effective TimeDate") and, in the event any post-effective amendment thereto becomes effective prior to the First Time of Delivery, the registration statement as so amended, including financial statements and all exhibits and all documents incorporated by reference therein and, if applicable, the information contained in deemed to be included by Rule 430A of the final Rules and Regulations. The term Prospectus as used herein means the prospectus as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part or, if no such filing is required, the form of final prospectus included in the registration statement as of Registration Statement at the Effective Time Date, except that if the prospectus provided to the Underwriters by the Company for use in connection with the offering of Shares differs from the Prospectus on file with the Commission at the time the Registration Statement becomes effective (whether or not the Company is required to file with the Commission such revised Prospectus pursuant to Rule 430A 424(b) of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein the term Prospectus shall refer to such revised Prospectus from and after the time it is first provided to the term “Registration Statement” shall be deemed to include Underwriters for such Rule 462 Registration Statementuse. The Commission has not issued any order preventing or suspending the use of any term Preliminary Prospectus.Prospectus as used herein shall mean a preliminary

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith, each Underwriter, on and as of (i) the Time of Sale and (ii) the Closing Date, as applicable (each such date listed in (i) and (ii), a “Representation Date”), as follows: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. The Pricing Disclosure Package as of the Time of Sale did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”); the conditions to the use of Form S-3 in connection with the offering and sale of the Securities as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statement or omission in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning any Underwriter and furnished in writing by or on behalf of such Underwriter expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus (it being understood that such information consists solely of the information specified in Section 6(b)). (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Securities by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Securities, in each case other than the Basic Prospectus and the Preliminary Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Representative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act). Any such free writing prospectus relating to the Securities consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has complied and will comply in all material respects with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping and that each Permitted Free Writing Prospectus, when taken together with the Pricing Disclosure Package did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Securities contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor any Underwriter is disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Securities, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Securities contemplated by the Registration Statement. (c) The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and their results of operations, stockholders’ equity and cash flows for the periods specified, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The other historical financial and statistical information and data included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus are, in all material respects, fairly presented. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. (e) Except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries and there has not been a Material Adverse Effect (as defined below), (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, except for such liabilities or obligations that, individually or in the aggregate, would not have a Material Adverse Effect and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except for such losses that, individually or in the aggregate, would not have a Material Adverse Effect. As used herein, “Material Adverse Effect” means a material adverse effect on the earnings, business, properties, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries taken as a whole.

Representations, Warranties and Agreements of the Company. (a) The Company represents, represents and warrants to and agrees thatwith each Underwriter that as of the date hereof: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the The Company in conformity with meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities "Act”"), and has prepared, in conformity with the rules Act and regulations the Rules and Regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”"), and has filed a registration statement (Registration No. 333-20967) thereunderon Form S-3 which has become effective for the registration of up to $150,000,000 aggregate issue price of securities including the Shares. Such registration statement, as declared effective and each amendment thereto declared effective through the date of this Agreement, meets the requirements set forth in Rule 415(a) (ii1) of the Rules and Regulations and complies in all material respects with such Rule. No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. The Company has filed or will promptly file with the Commission under pursuant to Rule 424 of the Securities Act Rules and (iii) become effective under Regulations a supplement to the Securities Actform of prospectus included in such registration statement relating to the Shares and the plan of distribution of the Shares. Copies of such registration statement and statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of the amendments thereto Rules and Regulations) contained therein, the exhibits, financial statements and schedules have heretofore been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “The term "Registration Statement” " as used herein means such registration statement, as amended at including financial statements and all exhibits and all documents incorporated by reference therein. The term "Basic Prospectus" mean the Effective Time, including all information contained prospectus in the final prospectus form in which it appears in the Registration Statement; and such supplemented form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b424 (including the Basic Prospectus as so supplemented) is hereinafter called the "Prospectus." Any preliminary form of the Rules Prospectus which has heretofore been filed pursuant to Rule 424 hereinafter is called the Preliminary Prospectus. All references in this Agreement to financial statements and Regulations schedules and other information which is "contained", "included," "stated" or "described" in the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in, or deemed to be a part of of, the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to Preliminary Prospectus or Prospectus, as the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectuscase may be.

Representations, Warranties and Agreements of the Company. The Company representshereby represents and warrants to the Remarketing Agent (i) on and as of the date hereof, warrants (ii) on and agrees as of the date the Prospectus or other Remarketing Materials (each, as defined in Section 2(a) below) which are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date and (iv) on and as of the Remarketing Settlement Date that: (a) A The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 with respect S-3 (No. 333-104545), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of certain securities (the "Shelf Securities") of the Company to be sold from time to time by the Company. Such registration statement, the Selling Stockholders and the Stock as so amended (including post-effective amendments, if any), has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; and a registration statement or registration statements on Form S-3, if required to be filed in connection with the Remarketing, will also be prepared by the Company in conformity with the requirements of the Securities Act and the Rules and Regulations and filed with the Commission under the Securities Act. Copies of such registration statement statements that have become effective and each of the amendment or amendments thereto to such registration statements have been delivered or made available by the Company to you. Bear, Xxxxxxx & Co. Inc. As used in this Agreement, “"Effective Time” " means the date and the time as of which the last of such registration statementstatements that have become effective or may be filed, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “"Effective Date” " means the date of the Effective TimeTime of such last registration statement; “"Preliminary Prospectus” " means each prospectus included in such last registration statement, or amendments thereofamendment thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the your consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “"Registration Statement” " means such last registration statement, as amended at the its Effective Time, including documents incorporated by reference therein at such time and, if applicable, all information contained in the final prospectus and any prospectus supplement thereto relating to the Convertible Preferred Shares filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and Regulations, including any information deemed to be a part of the registration statement such Registration Statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means the last of such final prospectus in relating to the form Convertible Preferred Shares, as first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b424(b) of the Rules and Regulations and any prospectus supplement thereto relating to the Convertible Preferred Shares. Reference made herein to any Preliminary Prospectus, the Prospectus or any other information furnished in writing by the Company to the Remarketing Agent for distribution to investors in connection with the Remarketing (the "Remarketing Materials") shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, or, in the case of Remarketing Materials, referred to as incorporated by reference therein, and any reference to any amendment or supplement to any Preliminary Prospectus, the Prospectus or the Remarketing Materials shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Rule 462 Registration Statement”"Exchange Act"), then after the date of such Preliminary Prospectus or the Prospectus incorporated by reference therein pursuant to Item 12 of Form S-3 or, if so incorporated, the Remarketing Materials, as the case may be; and any reference herein to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees thatwith the Initial Purchaser that as of the date hereof: (a) A registration The Memorandum at the date hereof, does not, and at the Closing Date, will not, contain any untrue statement on Form S-1 with respect of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 1(a) do not apply to statements or omissions in the Memorandum based upon information furnished to the Company, Company in writing by or on behalf of the Selling Stockholders Initial Purchaser expressly for use therein. Reference herein to the Memorandum shall be deemed to refer to and the Stock has (i) been prepared include any document filed by the Company in conformity with the requirements of under the Securities Exchange Act of 19331934, as amended (the “"EXCHANGE ACT"), which is incorporated in the Memorandum by reference. (b) It is not required by applicable law or regulation in connection with the offer, sale and delivery of the Notes to you in the manner contemplated by this Agreement to register the Notes under the Securities Act”Act or to qualify the Indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"). (c) The Company and each of its Significant Subsidiaries (as defined in Section 14) have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, save where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business or property of the Company and its subsidiaries taken as a whole, and each has all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged. (d) The Company has an authorized capitalization as set forth in the Memorandum, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the description thereof contained, or incorporated by reference, in the Memorandum; all of the issued shares of capital stock, partnership interests or limited liability membership interests, as the case may, be of each Significant Subsidiary of the Company have been duly and validly authorized and issued and (except for partnership interests of general partners and except to the extent the limited liability company agreements governing the respective limited liability companies provide otherwise) are fully paid and non-assessable and (except for partnership interests in CapStar Management Company, L.P. and CapStar Management Company II, L.P. owned by third parties) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. (e) The Indenture has been duly authorized and, when duly executed and delivered by the proper officers of the Company (assuming due execution and delivery by the Trustee) and delivered by the Company, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, liquidation, moratorium or other similar laws affecting the rights and remedies of creditors generally and except as may be subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) This Agreement has been duly authorized, executed and delivered by the Company and the Registration Rights Agreement has been duly authorized and will be duly delivered and executed by the Company. (g) Except where it would not reasonably be expected to have a material adverse effect on the consolidated financial position, stockholder's equity, results of operations, business or prospects of the Company and its subsidiaries taken as a whole, (i) the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture and the Notes, and the consummation by the Company of the transactions contemplated herein (the "TRANSACTIONS") will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the properties or assets of the Company or any of its Significant Subsidiaries is subject, (ii) nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its Significant Subsidiaries or any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any of its Significant Subsidiaries or any of their properties or assets; and (iii) except for such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Notes by the Initial Purchaser, and except for registration of the Exchange Offer (as defined in the Registration Rights Agreement) under the Securities Act and applicable state securities laws, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the Transactions. (h) Neither the Company nor any of its Significant Subsidiaries has sustained, since the date of the latest quarterly financial statements included or incorporated by reference in the Memorandum, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Memorandum; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of its Significant Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Memorandum. (i) The financial statements (including the related notes and supporting schedules) included in the Memorandum present fairly the financial condition and results of operations of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. (j) KPMG Peat Marwick LLP, who have certified certain financial statements of the Company, whose report is included in the Memorandum and who have delivered the initial letter referred to in Section 7(e) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations during the periods covered by the financial statements on which they reported contained in the Memorandum. (k) There are no legal or governmental proceedings pending to which the Company or any of its Significant Subsidiaries is a party or of which any property or asset of the Company or any of its Significant Subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, could be expected to have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and its subsidiaries taken as a whole; and to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others that is required to be disclosed in the Memorandum which is not so disclosed. (l) No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company on the other hand, which is required to be disclosed in the Memorandum which is not so disclosed. (m) Since the date as of which information is given in the Memorandum through the date hereof, and except as may otherwise be disclosed in the Memorandum, the Company has not (i) issued or granted any securities, other than in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, or in connection with a dividend reinvestment or stock purchase plan,(ii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations which were incurred in the ordinary course of business,(iii) entered into any transaction not in the ordinary course of business or (iv)in the case of the Company, declared or paid any dividend on its capital stock. (n) Neither the Company nor any of its Significant Subsidiaries (i) is in violation of its charter or by-laws, (ii) is in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject except where it would not reasonably be expected to have a material adverse effect on the consolidated financial position, stockholder's equity, results of operations, business or prospects of the Company and its subsidiaries taken as a whole, or (iii) is in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its properties or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its properties or assets or to the conduct of its business except where it would not reasonably be expected to have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and its subsidiaries taken as a whole. (o) Neither the Company nor any Significant Subsidiary is an "INVESTMENT COMPANY" within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder. (p) Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, an "AFFILIATE") has directly, or through any agent, (iii) been filed sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Commission sale of the Notes in a manner that would require the registration under the Securities Act and of the Notes or (iiiii) become effective engaged in any form of general solicitation or general advertising in connection with the offering of the Notes (as those terms are used in Regulation D under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement), or in any manner involving a public offering within the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date meaning of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(aSection 4(2) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusAct.

Representations, Warranties and Agreements of the Company. The Company represents, represents and warrants to and agrees thatwith the Underwriters, as follows: (a) A registration statement on Form S-1 (File No. 333-87533) (the "Registration Statement") with respect to the CompanyShares, the Selling Stockholders and the Stock including a prospectus subject to completion, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the applicable rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “"Commission”") thereunderunder the Securities Act, (ii) and has been filed with the Commission under the Securities Act and (iii) become effective under the Securities ActCommission. Copies of Any amendments to such registration statement and each any amended prospectuses subject to completion, as may have been required prior to the date hereof, have been similarly prepared and filed with the Commission. The Company will file any additional amendments to the Registration Statement and any amended prospectuses subject to completion, as may hereafter be required. The Company meets the requirements for use of a registration statement on Form S-1. Copies of the Registration Statement and any amendments thereto and copies of each related prospectus subject to completion have been delivered by the Company to you. As used in this Agreement, “Effective Time” means If the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was Registration Statement has been declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act by the Commission, the Company will prepare and any prospectus filed promptly file with the Commission by the Company with information omitted from the consent of the Representatives Registration Statement pursuant to Rule 424(a430A(a) of the Rules and Regulations or as part of a post-effective amendment to the Registration Statement (including a final form of prospectus). If the Registration Statement has not been declared effective under the Securities Act by the Commission, the Company will prepare and promptly file a further amendment to the Registration Statement, including a final form of prospectus. The term "Registration Statement" as used in this Agreement shall mean such Registration Statement, including financial statements, schedules and exhibits, in the form in which it became or becomes, as the case may be, effective (including, if the Company omitted information from the Registration Statement pursuant to Rule 430A(a) of the Rules and Regulations; “, the information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A(b) of the Rules and Regulations) and, in the event of any amendment thereto after the effective date of such Registration Statement” means , shall also mean (from and after the effectiveness of such registration statementamendment) such Registration Statement as so amended. The term "Prospectus" as used in this Agreement shall mean the prospectus relating to the Shares as included in the Registration Statement at the time it becomes effective (including, if the Company omitted information from the Registration Statement pursuant to Rule 430A(a) of the Rules and Regulations, the information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A(b) of the Rules and Regulations), except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares that differs from the Prospectus on file with the Commission at the time the Registration Statement became or becomes, as amended at the Effective Timecase may be, including all information contained in the final effective (whether or not such revised prospectus is required to be filed with the Commission pursuant to Rule 424(b424(b)(3) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the term “Registration Statement” shall be deemed to include Underwriters for such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectususe.

Representations, Warranties and Agreements of the Company. (a) The Company representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that, as of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Date and each Option Closing Date, if any: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the The Company has carefully prepared, pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Rules and Regulations”) of by the Securities and Exchange Commission (the “CommissionSEC”) thereunder), (ii) been and has filed with the Commission SEC an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act Rules and Regulations on Form S-3 (File No. 333-216102) which was automatically effective upon filing pursuant to Rule 462(e) of the 1933 Act Rules and Regulations, including a base prospectus relating to common stock, common stock warrants, preferred stock and debt securities of the Company (together with the documents incorporated by reference therein, the “Base Prospectus”), for registration of the Shares under the Securities 1933 Act and (iii) become effective under the Securities Actoffering thereof from time to time in accordance with Rule 415 of the 1933 Act Rules and Regulations. Copies The registration statement was filed with the SEC not earlier than three years prior to the date hereof and no notice of objection of the SEC to the use of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent any post-effective amendment theretothereto pursuant to Rule 401(g)(2) of the 1933 Act Rules and Regulations has been received by the Company. The Company has provided the Underwriters with copies of all correspondence to and from, and all, if any, was declared effective documents issued to and by, the SEC in connection with the registration statement. The Company has paid or will pay the registration fees for the Shares within the time period required by Rule 456(b)(1)(i) of the 1933 Act Rules and Regulations (without giving effect to the proviso therein) and in any event prior to the Closing Date and any Option Closing Date. The Company and the offering of the Shares in the registration statement meet the requirements for use of Form S-3 under the 1933 Act. At the time of the filing of the Registration Statement, at the time the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c) under the 1933 Act Rules and Regulations) made any offer relating to the Shares in reliance on the exemption in Rule 163 of the 1933 Act Rules and Regulations, at the Applicable Time (as defined below), as of the date of this Agreement, at the Closing Date and any Option Closing Date and any time required by the Commission1933 Act and the 1933 Act Rules and Regulations: (i) the Company was not and is not an “ineligible issuer,” as defined under Rule 405 of the 1933 Act Rules and Regulations, and (ii) the Company was or is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Rules and Regulations. The documents incorporated by reference in the Base Prospectus pursuant to Item 12 of Form S-3 under the 1933 Act, at the time they were filed with the SEC, complied in all material respects with the requirements of the 1934 Act and the rules and regulations promulgated thereunder (the “1934 Act Rules and Regulations”) and none of such documents, when they were filed with the SEC, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Pricing Disclosure Package or Prospectus (each as defined below), when such documents were or are filed with SEC, conformed or will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Rules and Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of registering additional shares of Common Stock and in connection with which this Agreement is included or incorporated therein by reference as an exhibit) including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, are referred to herein as the “Registration Statement.” The time at which the Registration Statement became effective is referred to herein as the “Effective Date.” means The Company proposes to prepare and file with the date SEC, pursuant to Rule 424 under the 1933 Act Rules and Regulations, a supplement to the Base Prospectus (the “Prospectus Supplement”), containing the Base Prospectus and including the documents incorporated by reference, included in the Registration Statement that will describe the issuances of the Effective Time; Shares pursuant to this Agreement, the sale and plan of distribution of the Shares and additional information concerning the Company and its business. The Company may, from time to time, prepare and file with the SEC pursuant to Rule 430, 430A or 430B under the 1933 Act Rules and Regulations a preliminary Prospectus Supplement (each a “Preliminary Prospectus” means each prospectus ”) containing the Base Prospectus included as part of the Registration Statement, as supplemented by a Preliminary Prospectus, and including the documents incorporated in such Preliminary Prospectus by reference, relating to the Shares. The Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus;” such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Timefinal prospectus, including all information contained in the final prospectus supplement (containing the Base Prospectus, the final prospectus supplement, and the documents incorporated by reference) relating to the Shares, in the form first filed with the Commission pursuant to Rule 424(b) of under the 1933 Act Rules and Regulations, is hereinafter called the “Prospectus;” and any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act Rules and Regulations relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus;” and deemed all references to be a part the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” foregoing shall be deemed to include such the copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). Each Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus and the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 462 424 under the 1933 Act Rules and Regulations, complied when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Rules and Regulations and each Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the SEC pursuant to XXXXX, except to the extent permitted by Regulation S-T. For the purposes of this Agreement, the “Applicable Time” is 6:10 p.m. (Eastern time) on the date of this Agreement. The Pricing Prospectus as supplemented by documents listed in Annex A hereto, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time and the Closing Date and any Option Closing Date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Annex B hereto does not conflict with the information contained in the Registration Statement. The Commission , the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time and the Closing Date and any Option Closing Date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Pricing Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in strict conformity with information furnished in writing to the Company by the Underwriters expressly for use therein. (ii) Neither the SEC nor any state or other jurisdiction or other regulatory body has not issued issued, and neither is, to the knowledge of the Company, threatening to issue, any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement (as amended or supplemented) or preventing or suspending the use of any Prospectus Supplement, Preliminary Prospectus, Issuer Free Writing Prospectus or Prospectus or suspending the qualification or registration of the Shares for offering or sale in any jurisdiction, nor instituted or, to the knowledge of the Company, threatened to institute proceedings for any such purpose. The Prospectus and each Prospectus Supplement, Preliminary Prospectus or Issuer Free Writing Prospectus, as of the applicable date of issue and the Closing Date and any Option Closing Date, and the Registration Statement and any amendments thereto as of the applicable effective date, contain or will contain, as the case may be, all statements which are required to be stated therein by, and in all material respects conform or will conform, as the case may be, to the requirements of, the 1933 Act and the 1933 Act Rules and Regulations. Neither the Registration Statement nor any amendment thereto, as of the applicable effective date, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and neither the Prospectus, nor any Prospectus Supplement, Preliminary Prospectus or Issuer Free Writing Prospectus, at the applicable date of issue and the Closing Date and any Option Closing Date, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, any Prospectus Supplement, Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company relating to the Underwriters by or on behalf of the Underwriters expressly for use in the preparation thereof (as provided in this Agreement). There is no contract or document required to be described in the Registration Statement, the Pricing Disclosure Package, the Prospectus or Issuer Free Writing Prospectus or to be filed as an exhibit to the Registration Statement that is not described or filed as required. Any future documents incorporated by reference so filed, when they are filed, will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Rules and Regulations; no such incorporated document contained or will contain any untrue statement of a material fact or omit or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and, when read together and with the other information in the Pricing Disclosure Package or the Prospectus, at the time the Registration Statement became effective, at the Applicable Time and at the Closing Date and any Option Closing Date, each such incorporated document did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (iii) This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general principles of equity (the “Exceptions”). (iv) The Company and its “subsidiaries” (as defined in Section 4(a)(vii) hereof) have been duly incorporated or organized and are validly existing as corporations or organizations in good standing under the laws of the states or other jurisdictions in which they are incorporated or organized, with full power and authority (corporate and other) to own, lease and operate their properties and conduct their businesses as described in the Pricing Disclosure Package and the Prospectus and, with respect to the Company, to execute and deliver, and perform the Company’s obligations under, this Agreement; the Company and its subsidiaries are duly qualified to do business as foreign corporations or organizations in good standing in each state or other jurisdiction in which their ownership or leasing of property or conduct of business legally requires such qualification, except where the failure to be so qualified, individually or in the aggregate, would not have a Material Adverse Effect. The term “Material Adverse Effect” as used herein means any material adverse effect on the condition (financial or other), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company and its subsidiaries, taken as a whole.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A An “automatic shelf registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and on Form S-3 (File No. 333-172662) in respect of the rules and regulations (the “Rules and Regulations”) of Securities has been filed with the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with not earlier than three years prior to the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies date of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which ; such registration statement, or the most recent and any post-effective amendment thereto, if any, was declared became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission; “Effective Date” means the date , and no notice of objection of the Effective TimeCommission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; “Preliminary Prospectus” means each prospectus included in the various parts of such registration statement, or amendments thereof, before it became effective under including all exhibits thereto (other than the Statement of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus that is filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations Securities Act and deemed by Rule 430B under the Securities Act to be a part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the Effective Time Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is hereinafter called the “Base Prospectus”; the final prospectus supplement to such prospectus (including the Base Prospectus) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b424(b) under the Securities Act (Act, is hereinafter called the “Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 462 424(b), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement”), then the Base Prospectus, any reference herein to Preliminary Prospectus, the term “Registration Statement” Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such Rule 462 prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement. The Commission has not issued any order preventing or suspending , the use of Base Prospectus, any Preliminary Prospectus., the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any amendment thereto, as of their applicable effective dates relating to the Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Final Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III(A) hereto; and the “Applicable Time” means 3:15 p.m. (New York City time) on the date of this Agreement. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees (i) on and as of the date hereof, (ii) on and as of the date the Prospectus Supplement or other Remarketing Materials (each as defined in Section 3(b) below) are first distributed in connection with the Remarketing (the "Commencement Date"), and (iii) on and as the Initial Remarketing Date and, if applicable, any Subsequent Remarketing Date and the Final Remarketing Date that: (a) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. (b) A registration statement on Form S-1 S-3 (File No. 333-55904) and an amendment or amendments thereto with respect to the Company, initial offering of the Selling Stockholders and the Stock Senior Notes has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; a registration statement on Form S-3, if required to be filed in connection with the Remarketing, also may be prepared by the Company in conformity with the requirements of the Securities Act and the Rules and Regulations and filed with the Commission under the Securities Act; and the Indenture has been qualified under the Trust Indenture Act. Copies of such registration statement or registration statements that have become effective, and each of the amendment or amendments thereto to such registration statements, have been delivered by the Company to you. As used the Remarketing Agent, in this Agreementthe case of documents not electronically available through the Commission's XXXXX filing system and, “Effective Time” means in the date and case of documents that are so available, to the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective extent requested by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary ProspectusRemarketing Agent.

Representations, Warranties and Agreements of the Company. The As of --------------------------------------------------------- the date hereof, the Company representsrepresents and warrants to, warrants and agrees with, the Initial Purchasers that: (a) A registration statement on Form S-1 with respect to The Preliminary Offering Memorandum, as of the Companydate thereof, the Selling Stockholders and the Stock has Offering Memorandum, including the Incorporated Documents, did and do not, and any supplement or amendment to them did and will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to (i) been prepared by pricing and other financial terms intentionally left blank in the Preliminary Offering Memorandum or (ii) statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based upon and made in conformity with information relating to the Initial Purchasers furnished to the Company in conformity writing by the Initial Purchasers expressly for use therein. No stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Act, has been issued. The Incorporated Documents, at the time they were or hereafter are filed or last amended, as the case may be, with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act. (b) Each of the Company and its subsidiaries as defined in Rule 405 of Regulation C under the Act (each a "SUBSIDIARY") has been duly incorporated ---------- or formed, is validly existing as a corporation in good standing under the laws of 1933its jurisdiction of incorporation or as a partnership duly formed and has the corporate or partnership power and authority, as amended (the “Securities Act”)case may be, to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to own, lease and operate its properties, and each corporate Subsidiary is duly qualified and is in good standing as a foreign corporation and each Subsidiary is authorized to do business in each jurisdiction in which the rules nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified and regulations (in good standing could not, in the “Rules and Regulations”) aggregate, reasonably be expected to have a material adverse effect on the business, prospects, operations, properties, or financial condition of the Securities Company and Exchange Commission its Subsidiaries, considered as a whole (a "MATERIAL ADVERSE EFFECT"). ----------------------- (c) All outstanding shares of capital stock of the “Commission”Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. (d) thereunderExcept as disclosed in the Offering Memorandum, (ii) been filed with all of the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies outstanding shares of such registration statement and capital stock of each of the amendments thereto Company's corporate Subsidiaries have been delivered by the Company to you. As used in this Agreementduly authorized and validly issued and are fully paid and non-assessable and, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a(i) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) cases of the Rules Total Renal Care, Inc., TRC West, Inc., Total Renal Care Acquisition Corp., Renal Treatment Centers, Inc., Renal Treatment Centers - Mid-Atlantic, Inc., Renal Treatment Centers - Northeast, Inc., Renal Treatment Centers - California, Inc., Renal Treatment Centers - West, Inc. and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”)Renal Treatment Centers - Southeast, then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.Inc.

Representations, Warranties and Agreements of the Company. The Company hereby represents, warrants and agrees thatcovenants to the Placement Agent as of the date hereof, and as of the Closing Date, as follows: (a) A registration statement on Form S-1 with respect to the Company, the Selling Stockholders The Company has prepared and the Stock has (i) been prepared by the Company filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) of adopted by the Securities and Exchange Commission (the “Commission”) thereundera “shelf” Registration Statement on Form S-3 (File No. 333-201428), which became effective as of March 11, 2015 (ii) the “Effective Date”), including a base prospectus relating to the Securities (the “Base Prospectus”), and such amendments and supplements thereto as may have been required up to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus and any prospectus supplement relating to the Securities that is filed with the Commission under the Securities Act and (iiipursuant to Rule 424(b) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to youRules and Regulations. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became The Registration Statement is effective under the Securities Act and any prospectus filed no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or, to the Company’s knowledge, are threatened by the Commission. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus (as defined below), with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a424(b) of the Rules and Regulations; . The term “Registration StatementProspectus” as used in this Agreement means such registration statementthe Prospectus, as amended at the Effective Time, including all information contained in the final prospectus form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed together with the Base Prospectus, or, if the Prospectus is not to be a filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the registration statement Registration Statement as of the Effective Time Date, except that if any revised prospectus or prospectus supplement shall be provided to the Placement Agent by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 430A 424(b) of the Rules and Regulations; and ), the term “Prospectus” means shall refer to such revised prospectus or prospectus supplement, as the prospectus case may be, from and after the time it is first provided to the Placement Agent for such use (or in the form first used made available to confirm sales the Placement Agent by the Company to meet requests of Stockprospective purchasers pursuant to Rule 173 under the Securities Act). Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the last to occur of the Effective Date, the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated by reference and (ii) any such document so filed. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock securities pursuant to Rule 462(b) under the Securities Act Rules and Regulations (the “Rule 462 462(b) Registration Statement”), then any reference herein to the term “Registration Statement” Statement shall also be deemed to include such Rule 462 462(b) Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to you, warrants and agrees with you, that: (a) A registration statement on Form S-1 with respect to The Registration Statement, including the CompanyProspectus, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities Regulations thereunder and Exchange Commission (the “Commission”) thereunder, (ii) has been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such amendments to such Registration Statement and Prospectus and such abbreviated registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives statements pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and deemed to be a part of filed with the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and RegulationsCommission; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an will file such additional amendments to such Registration Statement and Prospectus and such abbreviated registration statements as may hereafter be required. Copies of such Registration Statement and Prospectus, including all amendments thereto and all documents incorporated by reference therein, and of any abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under of the Securities Rules and Regulations have been or, if filed after the Commencement Date, will be, delivered or made available to you and your counsel. (b) The Schedule TO has been prepared by the Company in conformity with the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and has been filed with the Commission; such amendments to such Schedule TO as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such Schedule TO as may hereafter be required. Copies of such Schedule TO, including all amendments thereto and all documents incorporated by reference therein have been or, if filed after the Commencement Date will be, delivered made available to you and your counsel. (the “Rule 462 c) The Registration Statement”), then any reference herein to including the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Prospectus, has been filed as of the Commencement Date and will become effective not later than the Expiration Date; and the Commission has not issued any order refusing or suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or instituted proceedings for that purpose. The Exchange Offer Materials, including the Registration Statement, the Schedule TO and the Prospectus., comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, the Exchange Act and the TIA, and the applicable Rules and Regulations of the Commission thereunder. The Registration Statement, when it

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to you, warrants and agrees with you, that: (a) A registration statement on Form S-1 with respect to the CompanyThe Registration Statement, the Selling Stockholders including each Preliminary Prospectus and the Stock Prospectus, has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities Regulations thereunder and Exchange Commission (the “Commission”) thereunder, (ii) has been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of Commission; such registration statement amendments to such Registration Statement, and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date Preliminary Prospectus and the time as of which Prospectus and such abbreviated registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives statements pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and deemed to be a part of filed with the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and RegulationsCommission; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an will file such additional amendments to such Registration Statement, Preliminary Prospectuses and Prospectus and such abbreviated registration statements as may hereafter be required. Copies of such Registration Statement, Preliminary Prospectuses and Prospectus, including all amendments thereto, and of any abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under of the Securities Act Rules and Regulations have been or, if filed after the Commencement Date, will be, delivered or made available to you and your counsel; (the “Rule 462 b) The Registration Statement”), then any reference herein to including a Preliminary Prospectus, has been filed with the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission and will become effective not later than the Expiration Date of the Exchange Offer; and the Commission has not issued or to the Company’s knowledge threatened to issue any order refusing or suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or Prospectus or instituted or to the Company’s knowledge threatened to institute proceedings for that purpose; (c) At the respective times the Registration Statement (or any post effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act) is or was declared effective by the Commission, and at the Closing Date, (i) the Registration Statement (as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, and (ii) the Registration Statement (as so amended and/or supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, specifically for use in the preparation thereof; (d) None of any Preliminary Prospectus or the Prospectus., or any amendments or supplements thereto, at the time they were or are issued, contained or will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were or are made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, specifically for use in the preparation thereof. Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto conformed or will conform in all material respects to the requirements of the Securities Act, the Exchange Act and the Rules and Regulations, and each Preliminary Prospectus and the Prospectus delivered to you for use in connection with the New Money Offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (e) As of the Applicable Time, neither (A) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus and the information included on Schedule I hereto, and the Exchange Offer Materials all considered together (collectively, the “Pricing Disclosure Package”), nor (B) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the Pricing Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Placement Agent through you specifically for use therein. In the event this Agreement is executed before the Applicable Time, the parties agree that Schedule I hereto shall be completed subsequent to the execution of this Agreement and no later than the Applicable Time. As used in this paragraph and elsewhere in this Agreement:

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, each of the Underwriters that: (a) A An “automatic shelf registration statement on Form S-1 with respect to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and on Form S-3 (File No. 333-184717) in respect of the rules and regulations (the “Rules and Regulations”) of Securities has been filed with the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with not earlier than three years prior to the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies date of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which ; such registration statement, or the most recent and any post-effective amendment thereto, if any, was declared became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission; “Effective Date” means the date , and no notice of objection of the Effective TimeCommission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; “Preliminary Prospectus” means each prospectus included in the various parts of such registration statement, or amendments thereof, before it became effective under including all exhibits thereto (other than the Statement of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus that is filed with the Commission pursuant to Rule 424(b) of under the Rules and Regulations Securities Act and deemed by Rule 430B under the Securities Act to be a part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the Effective Time Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is hereinafter called the “Base Prospectus”; the final prospectus supplement to such prospectus (including the Base Prospectus) relating to the Securities, in the form filed or to be filed with the Commission pursuant to Rule 430A of 424(b) under the Rules and Regulations; and Securities Act, is hereinafter called the “Prospectus” means ”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the prospectus Securities, in the form first used filed or to confirm sales of Stock. If be filed with the Company has filed an abbreviated registration statement to register additional shares of Common Stock Commission pursuant to Rule 462(b424(b), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Rule 462 Registration StatementTrust Indenture Act”), then and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any reference herein amendment thereto, as of their applicable effective dates relating to the term “Registration Statement” shall Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be deemed stated therein or necessary to include such Rule 462 Registration Statement. The Commission has make the statements therein not issued any order preventing or suspending the use of misleading, (ii) any Preliminary Prospectus., the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Pricing Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III hereto; and the “Applicable Time” means 6:15 p.m. (New York City time) on the date of this Agreement. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. The Company representsYou represent and warrant to, warrants and agrees agree with us, that: (a) A The Company has not taken, and will not take, any action, directly or indirectly, that may cause a Placement to fail to be entitled to an exemption from registration statement on Form S-1 under the U.S. federal securities laws, or applicable state securities or "blue sky" laws. The Company shall be responsible for any costs and expenses associated with respect filings, applications or registrations with any governmental or regulatory body, including, without limitation, those associated with any sales pursuant to the Company, the Selling Stockholders and the Stock has (i) been prepared by the Company in conformity with the requirements of Regulation D under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and "blue sky" laws; (b) The Company hereby warrants that the rules Offering Materials, and regulations any other information relating to the Company or a Placement, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in the light of circumstances under which they were made, not misleading. The Company agrees to provide RWP with (i) prompt notice of any material development affecting the “Rules Company or the occurrence of any event or other change known to the Company that could result in the Offering Materials containing an untrue statement of a material fact or omitting to state any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, (ii) copies of any financial reports as soon as reasonably practicable and Regulations”(iii) such other information concerning the business and financial condition of the Company as RWP may from time to time reasonably request. RWP will have the right to approve the Offering Materials and other written communications furnished by or on behalf of the Company in connection with a Placement and/or the Facilities. The Company will comply with Securities and Exchange Commission Regulation FD; (c) The Company acknowledges that RWP will be using information provided by others, including, without limitation, information provided by or on behalf of the Company, and that RWP does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such information; and (d) At each closing, you will permit us to rely on the representations and warranties of the Company. The Company will cause to be furnished to RWP and the purchasers of the Securities, on each closing date of a Placement, copies of such opinions of counsel and such other documents, letters, certificates and opinions as RWP or the purchasers may reasonably request in form and substance reasonably satisfactory to RWP and its counsel and the purchasers and their counsel. To the extent the Company's counsel shall deliver a legal opinion in connection with a Placement to the purchasers of the Securities, such opinion shall also be addressed to RWP and be in form and substance satisfactory to the purchasers of the Securities and Exchange Commission (RWP. Such opinion of counsel will be modified as appropriate to also address any warrants or other securities of the “Commission”) thereunder, (ii) been filed Company issued to us in connection with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date Placement and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include issuable upon exercise of such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectuswarrants.

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 with respect to the Company, the Selling Stockholders and the Stock Notes has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; and the Base Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and each of the any amendments thereto have been delivered by the Company to youyou as the Representatives (the “Representatives”) of the Underwriters. The Company has also filed, or proposes to file, with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Notes (the “Prospectus Supplement”). As used in this Agreement, “Effective Time” means the date and the time as of which any part of such registration statementstatement became, or is deemed to have become, effective under the most recent post-effective amendment thereto, if any, was declared effective by Securities Act in accordance with the CommissionRules and Regulations; “Effective Date” means the date of the any Effective Time; “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Notes; “Preliminary Prospectus” means each preliminary prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus or filed with the Commission by the Company with the consent of the Representatives Representatives, as provided herein, pursuant to Rule 424(a424(b) of the Rules and RegulationsRegulations and the preliminary prospectus supplement specifically relating to the Notes; “Registration Statement” means such registration statement, as amended at the most recent Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 5(a) hereof and deemed to be a part of the registration statement as of the such Effective Time pursuant to Rule 430A 430A, Rule 430B or Rule 430C of the Rules and Regulations; and “Prospectus” means such final prospectus as supplemented by the prospectus Prospectus Supplement specifically relating to the Notes in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.Notes and

Representations, Warranties and Agreements of the Company. The Company hereby represents, warrants and agrees thatas to itself and as to the Trust that on and as of the Remarketing Date as follows: (a) A registration statement on Form S-1 with respect (File Nos. 333-82529 and 333-58474), as amended by Post-Effective Amendment No. 3, Post-Effective Amendment No. 2 and Post-Effective Amendment No. 1 to registration statement No. 333-82529 and Post-Effective Amendment No. 2 and Post-Effective Amendment No. 1 to registration statement No. 333-58474, of the Company and the Trust (collectively, the “Registration Statement”), including a prospectus (the “Base Prospectus”), relating to the CompanyRemarketing and the Remarketed Trust Preferred Securities, the Selling Stockholders Notes and the Stock Guarantee (collectively, the “Securities”) has (i) been prepared by the Company in conformity with the requirements of filed under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of with the Securities and Exchange Commission (the “Commission”) thereunderand has become effective. The preliminary prospectus supplement, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies dated as of such registration statement and each February 5, 2004, which forms a part of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time Registration Statement as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus first filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules Securities Act is referred to herein as the “Preliminary Prospectus Supplement,” and Regulations and deemed to be the final prospectus supplement, dated as of February 11, 2004, which forms a part of the registration statement Registration Statement as of the Effective Time first filed pursuant to Rule 430A 424(b) of the Rules Securities Act is referred to herein as the “Final Prospectus Supplement”. Unless the context otherwise requires, following a voluntary or involuntary dissolution, all references herein to the Trust Preferred Securities, shall be deemed to refer to the Notes. (b) On the effective date of the Registration Statement, the Registration Statement, including documents incorporated by reference therein at such time, if applicable, conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act of 1939, as amended, and Regulationsthe rules and regulations of the Commission thereunder (“Trust Indenture Act”), and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and “Prospectus” means on the prospectus date hereof, the Registration Statement, any Preliminary Prospectus Supplement (including any Remarketing Materials) and the Final Prospectus Supplement (including any Remarketing Materials) will conform in all material respects to the form first used requirements of the Securities Act and the Trust Indenture Act, and none of such documents will include any untrue statement of a material fact or omit to confirm sales state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to (i) statements in or omissions from any of Stock. If such documents based upon written information furnished to the Company has filed an abbreviated registration statement by the Representative, on behalf of the Remarketing Agents, if any, specifically for use therein or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act. Reference made herein to register additional shares of Common Stock the Base Prospectus, any Preliminary Prospectus Supplement, the Final Prospectus Supplement or any other information furnished by the Company to the Remarketing Agents for distribution to investors in connection with the Remarketing (the “Remarketing Materials”) shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Rule 462(b) Item 12 of Form S-3 under the Securities Act as of the date of such Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be, or, in the case of Remarketing Materials, referred to as incorporated by reference therein, and any reference to any amendment or supplement to any Preliminary Prospectus Supplement, the Final Prospectus Supplement or the Remarketing Materials shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Rule 462 Registration StatementExchange Act”), then after the date of such Preliminary Prospectus Supplement or the Final Prospectus Supplement incorporated by reference therein pursuant to Item 12 of Form S-3 or, if so incorporated, the Remarketing Materials, as the case may be; and any reference herein to any amendment to the term “Registration Statement” Statement shall be deemed to include such Rule 462 any annual report of the Company or the Trust filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the date and time that the Registration Statement. The Commission , or any post-effective amendment, declared effective by the Commission, that is incorporated by reference in the Registration Statement. (c) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has not been issued any and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission; and no order preventing or suspending the use of the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus Supplement has been issued by the Commission. (d) The Trust has been duly created and is validly existing as a statutory trust in good standing under the Statutory Trust Act of the State of Delaware (the “Delaware Trust Act”) with the trust power and authority to own property and conduct its business as described in the Base Prospectus and the Final Prospectus Supplement; the Trust is not a party to or bound by any Preliminary Prospectusagreement or instrument and is not be a party to or bound by any agreement or instrument other than the Purchase Contract Agreement, the Declaration, the Pledge Agreement and this Agreement (the “Trust Agreements”) and the other agreements entered into in connection with the transactions contemplated hereby; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Declaration as described in the Final Prospectus Supplement; and the Trust is not a party to or subject to any action, suit or proceeding of any nature. (e) Each of the Securities and the Trust Agreements, the Guarantee Agreement, the Indenture (the “Transaction Agreements”) and the Remarketing Agreement has been duly authorized by the Company and the Trust, as the case may be, and conforms to the description thereof contained in the Base Prospectus and the Final Prospectus Supplement. (f) There are no preemptive or other rights to subscribe for or to purchase, nor is there any restriction on the voting or transfer of, any of the Securities pursuant to the Company’s Certificate of Incorporation or by-laws, the Declaration or any agreement or instrument, except as such preemptive or other rights and/or restrictions are expected with respect to the transactions contemplated by the Purchase Contract Agreement, the Pledge Agreement and the Declaration. (g) The Notes have been duly executed, authenticated, issued and delivered as contemplated by the Indenture against payment of the agreed consideration therefor, have been duly and validly issued and outstanding, and constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (h) The Guarantee Agreement has been duly executed, authenticated, issued and delivered and constitutes a valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (i) The Trust Securities have been validly issued, are fully paid and, in the case of the Trust Preferred Securities, non-assessable, and conform to the descriptions contained in the Base Prospectus and the Final Prospectus Supplement. (j) Each of the Transaction Agreements has been duly authorized by the Company and has been duly executed by the proper officers of the Company and delivered by the Company, and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (k) The Remarketing Agreement has been duly authorized by the Company and has been duly executed by the proper officers of the Company and delivered by the Company. (l) The Remarketing, the execution, delivery and performance of the Transaction Agreements and the Remarketing Agreement, the issuance and sale or exchange, as the case may be, of the Securities and the consummation by the Company and the Trust, as the case may be, of the transactions contemplated hereby and thereby (collectively, the “Transactions”) has not or will not, as the case may be, (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, any of its subsidiaries or the Trust is a party or by which the Company, any of its subsidiaries or the Trust is bound or to which any of the properties or assets of the Company, any of its subsidiaries or the Trust is subject, which would cause a material adverse change in the financial position, shareholders’ equity or results of operations of the Company, (2) result in any violation of the provisions of the charter or by-laws (or equivalent organizational documents) of the Company, any of its subsidiaries or the Trust or (3) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any of its subsidiaries, the Trust or any of their respective properties or assets, which would cause a material adverse change in the financial position, shareholders’ equity or results of operations of the Company, and (4) require any material consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body for the consummation of the Transaction Agreements, the Remarketing Agreement or the issuance and sale or exchange of the Securities, as the case may be, except for (a) the registration under the Securities Act of the Securities, (b) the qualification of the Indenture, the Guarantee Agreement and the Declaration under the Trust Indenture Act, and (c) such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the Remarketing.

Representations, Warranties and Agreements of the Company. The Company representsrepresents and warrants to, warrants and agrees with, the several Initial Purchasers on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) A registration statement on Form S-1 with respect to Each of the Company, the Selling Stockholders Preliminary Offering Memorandum and the Stock has (i) been prepared by Offering Memorandum, as of its respective date, did not, and on the Closing Date the Offering Memorandum will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with written information relating to the requirements Initial Purchasers furnished to the Company by or on behalf of any Initial Purchaser specifically for use therein (the "Initial Purchasers' Information"). 3 3 (b) Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all of the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act. (c) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 19331939, as amended (the “Securities "Trust Indenture Act”"). (d) Holdings has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and the Company, Neenah and each of Neenah's subsidiaries have been duly incorporated and are validly existing as corporations under the laws of the State of Wisconsin; and each of the Company, Holdings, Neenah and each of Neenah's subsidiaries are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged and to take the actions necessary to consummate each of the transactions contemplated by this Agreement and the Offering Memorandum (the "Transactions"), except where the failure to so qualify or have such power or authority would not, singularly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of Neenah and its subsidiaries taken as a whole (a "Material Adverse Effect"). (e) Neenah has a capitalization as set forth in the Offering Memorandum under the heading "Capitalization"; all of the outstanding shares of capital stock of Holdings, the Company, Neenah and each of Neenah's Subsidiaries have been, and upon the consummation of the Transactions will be, duly and validly authorized and issued and are, and upon the consummation of the Transactions will be, fully paid and non-assessable, except as set forth in Section 180.0622(2)(b) of the Wisconsin statutes, as judicially interpreted; and upon the consummation of the Transactions will conform in all material respects to the description thereof contained in the Offering Memorandum. Upon consummation of the Transactions, all of the outstanding shares of capital stock of Neenah and its subsidiaries will be owned directly or indirectly by Holdings, free and clear of any lien, charge, encumbrance, security interest, restriction 4 4 upon voting or transfer or any other claim of any third party, other than liens arising under the Senior Bank Facilities. (f) Each of the Company, Neenah and the Guarantors have full right, power and authority to execute and deliver any of this Agreement, the Neenah Letter Agreement (as defined in Section 5(q) hereof), the Indenture, the Supplemental Indenture, the Registration Rights Agreement, the Securities and the Merger Agreement (collectively, the "Transaction Documents") to which it is or will be a party and to perform its respective obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly and validly taken. (g) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company (and has been or will be duly authorized by Neenah and the Guarantors and will be the valid and legally binding agreement of Neenah and each of the Guarantors upon the execution and delivery of the Neenah Letter Agreement by each party thereto). (h) The Registration Rights Agreement has been or will be duly authorized by Neenah and each of the Guarantors and, when duly executed and delivered in accordance with its terms by Neenah, the Guarantors and the Initial Purchasers, will constitute a valid and legally binding agreement of Neenah and each of the Guarantors, enforceable against Neenah and each of the Guarantors in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (i) The Indenture has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by the Company and the Trustee, will constitute a valid and legally binding agreement of the Company (and upon the execution and delivery of the Supplemental Indenture by each party thereto, of Neenah, as primary obligor, and of the Guarantors, as note guarantors) enforceable against the Company (and Neenah and each of the Guarantors, as aforesaid) in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust 5 5 Indenture Act and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (j) The Supplemental Indenture has been or will be duly authorized by Neenah and each of the “Rules Guarantors and, when duly executed and Regulations”delivered in accordance with the terms thereof by each party thereto, will constitute the valid and legally binding agreement of Neenah and the Guarantors, enforceable against each of them in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (k) The Neenah Letter Agreement has been or will be duly authorized by Neenah and each of the Guarantors and when duly executed and delivered in accordance with the terms thereof by each party thereto, will constitute the valid and legally binding agreement of Neenah and each of the Guarantors, enforceable against Neenah and each of the Guarantors in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (l) The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company (and upon execution and delivery of the Supplemental Indenture by each party thereto, of Neenah, as primary obligor, and of each of the Guarantors, as note guarantors) entitled to the benefits of the Indenture and enforceable against the Company (and Neenah and each of the Guarantors, as aforesaid) in accordance with their terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (m) The Merger Agreement has been duly authorized, executed and delivered by the Company, Holdings and Neenah and constitutes a valid and legally binding agreement of the Company, Holdings and Neenah enforceable against each of them in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). 6 6 (n) Each Transaction Document conforms in all material respects to the description thereof contained in the Offering Memorandum. (o) The execution, delivery and performance by the Company, Neenah and each of the Guarantors of each of the Transaction Documents to which it is or will be a party, the issuance, authentication, sale and delivery of the Securities and Exchange Commission compliance by the Company, Neenah and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents (i) will not conflict with or result in a breach or violation of any of the “Commission”terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, Neenah or any of Neenah's subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which any of them is a party or by which any of them is bound or to which any of their respective properties or assets are subject, except where such conflict, breach, violation or default would not (A) thereunderresult in a Material Adverse Effect on the Company, Neenah or any of Neenah's subsidiaries, or (B) have a material adverse effect on the Company's ability to perform its obligations under any of the Transaction Documents to which it is a party, and (ii) been filed such actions will not result in any violation of (A) the provisions of the charter or by-laws of the Company, Neenah or any of Neenah's subsidiaries or (B) to the Company's best knowledge, any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company, Neenah or any of Neenah's subsidiaries or any of their properties or assets; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by each of the Company, Neenah and each of the Guarantors of each of the Transaction Documents to which it is or will be a party, the issuance, authentication, sale and delivery of the Securities and compliance by the Company, Neenah and the Guarantors (as applicable) with the Commission terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, filings, registrations or qualifications (i) which shall have been obtained or made prior to the Closing Date and (ii) as may be required to be obtained or made under the Securities Act and applicable state securities laws as provided in the Registration Rights Agreement. (iiip) become effective under Ernst & Young LLP are independent certified public accountants with respect to the Securities Act. Copies Company and its subsidiaries within the meaning of such registration statement and each Rule 101 of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as Code of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date Professional Conduct of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under American Institute of Certified Public Accountants ("AICPA") and its interpretations and rulings thereunder. The historical financial statements (including the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(arelated notes) of the Rules and Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed Offering Memorandum comply in all material respects with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.requirements 7 7

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Shares and a registration statement on Form S-1 with respect relating to the CompanyAmerican Depositary Shares. The registration statement relating to the Shares, as amended at the Selling Stockholders and time it becomes effective, including the Stock has information (iif any) been prepared by the Company in conformity with the requirements deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and is hereinafter referred to as the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; “Registration Statement;” means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of StockShares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof. The final prospectus relating to the Shares, as filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereafter referred to as the “Prospectus”. The registration statement relating to the American Depositary Shares, as amended at the time it becomes effective, is hereinafter referred to as the “ADS Registration Statement.” If the Company has filed an abbreviated registration statement statements to register additional shares of Common Stock Ordinary Shares or American Depositary Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration StatementStatements”), then any reference herein to the term terms “Registration Statement” and “ADS Registration Statement” shall be deemed to include such the corresponding Rule 462 Registration Statement. The Commission Company has not issued any order preventing or suspending filed, in accordance with Section 12 of the use U.S. Securities Exchange Act of any Preliminary Prospectus.1934, as amended (the “Exchange Act”), a registration statement on Form 8-A to register the Shares and the American Depositary Shares (the “Form 8-A Registration Statement”). For purposes of this Agreement: