Common use of Sale and Delivery of Securities Clause in Contracts

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell as sales agent for the Company, the Shares. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time). The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the Shares so designated by the Company. Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board of directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of the Company other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.00% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount of Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “Filing Date”), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act, which prospectus supplement will set forth, with regard to such quarter, the number of Shares sold through the Agent under this Agreement, the Net Proceeds received by the Company and the compensation paid by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company, and the performance by the Company of its obligations, set forth in this Agreement and to the continuing satisfaction of the additional conditions specified in Sections 4 and 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell as sales agent for the Company, the Shares. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE Arca exchange (other than a day on which the NYSE Arca exchange is scheduled to close prior to its regular weekday closing time). The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the Shares so designated by the Company. Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board of directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of the Company other than by means of ordinary brokers’ transactions between members of the NYSE Arca exchange that qualify for delivery of a Prospectus to the NYSE Arca exchange in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE Arca exchange at the time of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.00% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE Arca exchange each day in which Shares are sold under this Agreement setting forth the amount of Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “Filing Date”), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act, which prospectus supplement will set forth, with regard to such quarter, the number of Shares sold through the Agent under this Agreement, the Net Proceeds received by the Company and the compensation paid by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE Arca exchange as are required by such exchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company, and the performance by the Company of its obligations, set forth in this Agreement and to the continuing satisfaction of the additional conditions specified in Sections 4 and 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the ------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as exclusive sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the Company, on a reasonable efforts basis, Shares with a market value of up to $100,000,000 (the Shares"Maximum Amount") on the terms set forth -------------- herein. The Shares Shares, up to the Maximum Amount, are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)Agent. The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the designated Shares so designated up to the Maximum Amount. The compensation to the Agent for sales of Shares shall be at a fixed commission rate of 2.0% of the gross sales price of any shares sold under this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the Companynet proceeds to the Company for such Shares (the "Net --- Proceeds"). -------- Notwithstanding the foregoing, foregoing the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore; furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board 's Board of directors Directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ parties respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act ("Regulation M") ------------ are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in to the judgment reasonable satisfaction of each party. The Agent hereby covenants and agrees not to make any sales of shall sell the Shares on behalf of the Company other than only by means of ordinary brokers’ ' transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at New York Stock Exchange (the time "NYSE"). If the Company fails ---- to meet the exemptive requirements set forth in Rule 101(c)(1) of such saleRegulation M, it shall promptly notify the Agent. The compensation payable to the Agent for sales of Shares shall be equal to 2.00% of the gross sales price Sales of the Shares sold by the Company pursuant to this Agreementthe Agreement shall then cease until such time as the Company is in compliance with such exemptive provisions. The remaining proceedsCompany or the Agent may, after further deduction for any transaction fees imposed upon notice to the other party hereto by any governmentaltelephone (confirmed promptly by telecopy), regulatory suspend the offering of Shares; provided, however, that such suspension or self-regulatory organization in termination shall not affect or impair the parties' respective obligations with respect to Shares sold hereunder prior to the giving of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”)notice. The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount number of Shares sold on such day, the Net Proceeds to the Company Company, and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall made (each a "Closing Date"). The ------------ amount of proceeds for such sales to be agreed delivered to by the Company and against the Agent (each such day, a “Settlement Date”). On each Settlement Date, receipt of the Shares sold through the Agent for settlement on such date shall be delivered by the Company equal to the Agent against payment aggregate sales prices at which such Shares were sold, net of the Net Proceeds from the sale Agent's compensation for such sales and after deduction for any transaction fees imposed by any governmental or self- regulatory organization in respect of such Sharessales. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s 's account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an the account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Closing Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver proceeds that have been paid by the applicable Net Proceeds purchaser of such Shares on any Settlement Closing Date for Shares delivered by the CompanyCompany in accordance with this Agreement, the Agent will shall (i) hold the Company harmless against any loss, claim or damage arising from or as a result of such default by the Agent and (ii) pay the Company interest based on the effective overnight federal funds Federal Funds rate. At On each Applicable Time, each Settlement Closing Date and on each Filing DateDate (as defined below), the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. On the first and third Tuesday of each month (or, if such Tuesday is not a business day, the next succeeding business day (each such date a "Certificate Date"), the Company shall affirm in ---------------- writing each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier second business day after the end of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in each calendar week during which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, week a “Filing Date”"Reporting --------- Period"), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission ------ under the applicable paragraph of Rule 424(b) of the Securities Act(each a "Filing Date"), which ----------- prospectus supplement will set forth, with regard to such quarterReporting Period, the number dates included within the Reporting Period, the amount of Shares sold through the Agent under this AgreementAgent, the Net Proceeds received by to the Company and the compensation paid payable by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iiiii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchangeExchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the CompanyCompany herein, and to the performance by the Company of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional conditions specified in Sections 4 and Section 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the Company, the SharesShares on the terms set forth herein. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE AMEX (other than a day on which the NYSE AMEX is scheduled to close prior to its regular weekday closing time). The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the designated Shares. The gross sales of any Shares so designated sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the CompanyAgent under this Agreement on the AMEX at the time of such sale. Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares Share at a price lower than the minimum price therefor designated from time to time by the Company’s board Board of directors Directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent shall calculate on a weekly basis the average daily trading volume (as defined by Rule 100 of Regulation M under the Exchange Act) of the Common Stock. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of the Company other than by means of ordinary brokers’ transactions between members of the NYSE AMEX that qualify for delivery of a Prospectus to the NYSE AMEX in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.003.00% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory governmental or self-self- regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE AMEX each day in which Shares are sold under this Agreement setting forth the amount of Shares sold on such day, the Net Proceeds to the Company Company, and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from for the sale of such Shares. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s account at The Depository Trust Company Corporation in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an the account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds Federal Funds rate. At each Applicable Time, each Settlement Date and each Filing DateDate (as defined below), the Company shall be deemed to have affirmed each representation, warranty, covenant representation and other agreement warranty contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four second business days day after any date on which the Company shall file an annual report on Form 10-K or a quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “Filing Date”), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act, which prospectus supplement will set forth, with regard to such quarter, the number of Shares sold through the Agent under this Agreement, the Net Proceeds received by to the Company and the compensation paid by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iiiii) deliver such number of copies of each such prospectus supplement to the NYSE AMEX as are required by such exchangeExchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the CompanyCompany herein, and to the performance by the Company of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional conditions specified in Sections 4 and Section 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as non-exclusive sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as non-exclusive sales agent for the Company, on a best efforts basis, up to the SharesMaximum Amount of Shares on the terms set forth herein. The Shares Shares, up to the Maximum Amount, are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)Agent. The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable best efforts to sell all of the designated Shares so designated by up to the CompanyMaximum Amount. Notwithstanding the foregoing, foregoing the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore; furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable best efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board of directors Company and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act Act, are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales amount of the Shares under that may be sold on any day pursuant to this Agreement and any other sales agency agreement shall not exceed 10% of the average daily trading volume of the Shares for the sixty days prior to such day (provided, that any Shares purchased by the Agent as principal during such period shall not be suspended until that or other exemptive provisions have been satisfied included in the judgment calculation of each partytrading volume). The Agent hereby covenants and agrees not to make any sales of Shares on behalf of Unless otherwise agreed by the Company other than and the Agent, the Agent shall sell the Shares only by means of ordinary brokers’ ' transactions between members on the New York Stock Exchange (the "NYSE"). Unless otherwise agreed to by the Company and the Agent, the Agent shall not solicit or arrange for the solicitation of customer's orders in anticipation of or in connection with such transactions, nor shall it sell short as principal Shares of the NYSE that qualify for delivery of a Prospectus Company, except in connection with customary market making activities in the Company's outstanding securities. The Agent shall not engage in any special selling efforts or selling methods relating to the NYSE in accordance with Shares within the meaning of Rule 153 100 of Regulation M under the Securities Exchange Act. The gross sales price of any Shares sold under this Agreement Agent shall be calculate on a weekly basis the market price for shares average daily trading volume of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such saleShares. The compensation payable to the Agent for sales of Shares shall be equal up to 2.002.0% of the gross sales price of the Shares sold pursuant to this Agreementsold, in the form of a commission. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “"Net Proceeds”"). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount of Shares sold on such day, the Net Proceeds to the Company Company, and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent made (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from for the sale of such Shares. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s 's account at The Depository Trust Company Corporation in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an the account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds Federal Funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement, and on each Filing Date (as defined below), the Company shall affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier second business day after the end of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in each calendar week during which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, week a “Filing Date”"Reporting Period"), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act(each a "Filing Date"), which prospectus supplement will set forth, with regard to such quarterReporting Period, the number dates included within the Reporting Period, the amount of Shares sold through the Agent under this AgreementAgent, the Net Proceeds received by to the Company and the compensation paid payable by the Company to the Agent with respect to sales of Shares pursuant to this Agreement (all as provided in writing by the Agent for inclusion in each such prospectus supplement) and (iiiii) deliver such number of copies of each such prospectus supplement to the NYSE New York Stock Exchange as are required by such exchangeExchange. Any obligation of the Agent to use its reasonable best efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the CompanyCompany herein, and to the performance by the Company of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional conditions specified in Sections 4 and Section 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the ------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the Company, on a reasonable efforts basis, up to the SharesMaximum Amount of Stock on the terms set forth herein. The Shares are Stock, up to the Maximum Amount, is to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)Agent. The Company will designate the maximum amount of Shares sought Stock to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the Shares so designated by Stock up to the CompanyMaximum Amount. Notwithstanding the foregoing, foregoing the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares Stock if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore; furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares Stock at a price lower than the minimum price therefor designated from time to time by the Company’s board 's Board of directors Directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the SharesStock; provided, however, that such suspension or termination shall not -------- ------- affect or impair the parties’ ' respective obligations with respect to the Shares Stock sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the SharesStock, it shall promptly notify the other party and sales of Shares Stock under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of Unless otherwise agreed by the Company other than and the Agent, the Agent shall sell the Stock only by means of ordinary brokers’ ' transactions between members on the American Stock Exchange (the "AMEX"). Unless otherwise agreed to by the Company and the Agent, the Agent shall not solicit or arrange for the solicitation of customer's orders in anticipation of or in connection with such transactions, nor shall it sell short as principal shares of Stock of the NYSE that qualify for delivery of a Prospectus Company, except in connection with customary market making activities in the Company's outstanding securities. The Agent shall not engage in any special selling efforts or selling methods relating to the NYSE in accordance with Stock within the meaning of Rule 153 100 of Regulation M under the Securities Exchange Act. The gross sales price of any Shares sold under this Agreement Agent shall be calculate on a weekly basis the market price for shares average daily trading volume of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such saleStock. The compensation payable to the Agent for sales of Shares Stock shall be equal to 2.00(i) 3.0% of the gross sales price of the Shares first 2,500,000 shares of Stock that may be sold pursuant to this Agreement, (ii) 2.5% of the gross sales price of the second 2,500,000 shares that may be sold pursuant to this Agreement, and (iii) 2.25% of the gross sales price of the remaining 1,065,000 shares that may be sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares Stock (the “"Net Proceeds”"). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE AMEX each day in which Shares are Stock is sold under this Agreement setting forth the amount of Shares Stock sold on such day, the Net Proceeds to the Company Company, and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares Stock will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent made (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares Stock sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from for the sale of such SharesStock. Settlement for all Shares Stock shall be effected by free delivery of Shares Stock to the Agent’s 's account at The Depository Trust Company Corporation in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an the account designated by the Company. If the Company shall default on its obligation to deliver Shares Stock on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds proceeds on any Settlement Date for Shares Stock delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds Federal Funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement, and on each Filing Date (as defined below), the Company shall affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier second business day after the end of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in each calendar week during which sales of Shares Stock were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, week a “Filing Date”"Reporting Period"), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act(each a "Filing Date"), which prospectus supplement will set forth, with regard to such quarterReporting Period, the number dates included within the Reporting Period, the amount of Shares Stock sold through the Agent under this AgreementAgent, the Net Proceeds received by to the Company and the compensation paid payable by the Company to the Agent with respect to sales of Shares Stock pursuant to this Agreement and (iiiii) deliver such number of copies of each such prospectus supplement to the NYSE AMEX as are required by such exchangeExchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company Stock shall be subject to the continuing accuracy of the representations and warranties of the CompanyCompany herein, and to the performance by the Company of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional conditions specified in Sections 4 and Section 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to contained and the other terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the Company, the Shares. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE New York Stock Exchange (the "NYSE") (other than a day on which trading on the NYSE is scheduled to close prior to its regular weekday closing time)) from the date hereof to the earlier of May 15, 2003, and the termination of this Agreement pursuant to Section 6 hereof. The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration StatementStatement (as defined in Section 2(a)). Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the designated Shares. The gross sales price of any Shares so designated sold under this Agreement shall be the market price for shares of the Company's Common Stock sold by the CompanyAgent under this Agreement on the NYSE at the time of such sale. The compensation to the Agent for sales of Shares shall be at a fixed commission rate of 3% of the gross sales price of any Shares sold under this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board 's Board of directors Directors and notified provided to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering sale of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M ("Regulation M") under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act") are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in to the judgment reasonable satisfaction of each party. If the Company fails to meet the exemptive requirements set forth in Rule 101(c)(1) of Regulation M, it shall promptly notify the Agent. Sales of the Shares by the Company pursuant to the Agreement shall then cease until such time as the Company is in compliance with such exemptive provisions. The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the sale of the Shares. Any suspension or termination effected by either party under this Agreement shall not affect or impair the parties' respective obligations with respect to Shares sold hereunder prior to the giving of such notice. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of the Company other than by means of ordinary brokers’ ' transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.00% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount number of Shares sold on such day, the Net Proceeds to the Company Company, and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent made (each such day, date a “Settlement "Closing Date”"). On each Settlement Date, The amount of proceeds for such sales to be delivered to the Company against the receipt of the Shares sold through the Agent for settlement on such date shall be delivered by the Company equal to the Agent against payment aggregate sales prices at which such Shares were sold, net of the Net Proceeds from the sale Agent's compensation for such sales and after deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such Sharessales. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s 's account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from of the sale of such Shares in same day funds delivered to an the account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Closing Date, the Company shall (i) indemnify and hold the Agent in respect of such sale harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds that have been paid by the purchaser of such Shares on any Settlement Closing Date for Shares delivered by the CompanyCompany in accordance with this Agreement, the Agent will shall (i) hold the Company harmless against any loss, claim or damage arising from or as a result of such default by the Agent and (ii) pay the Company interest based on the effective overnight federal funds Federal Funds rate. At On each Applicable TimeClosing Date, each Settlement Date and on each Filing DateDate (as defined below), the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four second business days day after any date on which the Company shall file an annual report on Form 10-K or quarterly report a Quarterly Report on Form 10-Q in respect of any quarter in which sales of Shares shares of Common Stock were made by the Agent under this Agreement or by Brinson Patrick Securities Corporation (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x"Brinson Patrick"), prior to such Applicable Timeundex x xxxxx xxxxxy agreement, dated as of Mxx 00, 0000 (xxe "Brinson Patrick Sales Agency Agreement"), between the Company anx Xxxxxxx Xxxxxck (each such date, date a “"Filing Date”"), the Company will wixx (ix) affirm in xxxxxx xn writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the (each a "Prospectus included as part of the Registration Statement Supplement") with the Securities and Exchange Commission (the "Commission") under the applicable paragraph of Rule 424(b) of under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), which prospectus supplement Prospectus Supplement will set forth, with regard to such quarter, the number of Shares shares of Common Stock sold through the Agent under this Agreement and through Brinson Patrick under the Brinson Patrick Sales Agency Agreement, xxx Xxx Xxxxxeds to the Net Proceeds received by the Company and the Xxxxxxx xxx xxx compensation paid by the Company to the Agent with respect to sales of Shares shares of Common Stock pursuant to this Agreement and the Brinson Patrick Sales Agency Agreement and (iii) deliver such number of copies nuxxxx xx xxxxxx of each such prospectus supplement Prospectus Supplement to the NYSE as are is required by such exchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the CompanyCompany herein, and to the performance by the Company of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional covenants and conditions specified in Sections 4 3 and 5 of this Agreement. The Company and the Agent each acknowledge that under the terms and conditions of the Brinson Patrick Sales Agency Agreement, the Company has agreed tx xxxxx xxx xxxl through Brinson Patrick, as an additional sales agent, up to 4,000,000 sxxxxx xx xxx Xxmmon Stock, less any Shares sold by the Agent under this Agreement, on the terms and conditions described in this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell as sales agent for the Company, the Shares. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that the Company has instructed the Agent to make such sales and which is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time) (each, a “Trading Day”). The On any Trading Day, the Company may instruct the Agent by telephone (confirmed promptly by telecopy or email, which confirmation will designate be promptly acknowledged by the Agent) as to the maximum amount number of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and on such day (in any event not in excess of the amount number available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Share at which such Shares may be sold. Notwithstanding the foregoing, no shares may be offered and sold under this Agreement on or after September 30, 2008 unless the Company provides the Agent with written notice to the contrary. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the Shares so designated by the Company. Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares (i) at a price lower than the minimum price therefor designated from time to time, or (ii) in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the Company’s board of directors directors, or a duly authorized committee thereof, and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopytelecopy or email, which confirmation will be promptly acknowledged by the Agent), suspend the offering of the SharesShares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number aggregate offering price or number, as the case may be, of Shares sold pursuant to this Agreement exceed the number aggregate offering price or number, as the case may be, of Shares of Common Stock (i) set forth in Section 1 or the number preamble paragraphs of shares of Common Stock this Agreement, (ii) available for issuance under the Prospectus and the then currently effective Registration StatementStatement or (iii) authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. In addition, under no circumstances shall any Shares be sold at a price lower than the minimum price therefor designated from time to time by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of the Company other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.002.0% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount number of Shares sold on such day, the gross sales prices of the Shares, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by free book-entry delivery of Shares to the Agent’s account at The Depository Trust Company in return for against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate. At each Applicable Timerate until such proceeds, each Settlement Date and each Filing Datetogether with such interest, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “Filing Date”), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act, which prospectus supplement will set forth, with regard to such quarter, the number of Shares sold through the Agent under this Agreement, the Net Proceeds received by the Company and the compensation paid by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company, and the performance by the Company of its obligations, set forth in this Agreement and to the continuing satisfaction of the additional conditions specified in Sections 4 and 5 of this Agreementbeen fully paid.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as exclusive sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the Company, on a reasonable efforts basis, up to 2,000,000 Shares (the Shares"Maximum Amount") on the terms set forth herein. The Shares Shares, up to the Maximum Amount, are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)Agent. The Company will designate the maximum amount of Shares sought to be sold by the Agent on a daily or other basis as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the designated Shares so designated up to the Maximum Amount. The compensation to the Agent for sales of Shares shall be at a fixed commission rate of 3.0% of the gross sales price per share for the first 1,800,000 Shares sold under this Agreement and 2.5% of the gross sales price per share for the remainder of the Shares sold under this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the Companynet proceeds to the Company for such Shares (the "Net Proceeds"). Notwithstanding any provision in this Agreement to the foregoingcontrary, the Company is under no obligation to issue and sell any or all of the Shares through the Agent pursuant to this Agreement. The Company or the Agent may, upon notice to the other party by telephone (confirmed promptly by telecopy), suspend the offering of Shares; provided, however, that such suspension shall not affect or impair the parties' respective obligations with respect to any Shares sold hereunder prior to the giving of such notice. The Company may also instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. FurthermoreNotwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board of directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 Maximum Amount or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent hereby covenants and agrees not to make any sales of shall sell the Shares on behalf of the Company other than only by means of ordinary brokers’ ' transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.00% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares New York Stock Exchange (the “Net Proceeds”"NYSE"). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount of Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “Filing Date”), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act, which prospectus supplement will set forth, with regard to such quarter, the number of Shares sold through the Agent under this Agreement, the Net Proceeds received by the Company and the compensation paid by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company, and the performance by the Company of its obligations, set forth in this Agreement and to the continuing satisfaction of the additional conditions specified in Sections 4 and 5 of this Agreement.the

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell as sales agent for the Company, the Shares. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time). The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the Shares so designated by the Company. Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s 's board of directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent shall calculate on a weekly basis the average daily trading volume (as defined by Rule 100 of Regulation M under the Exchange Act) of the Common Stock. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of the Company other than by means of ordinary brokers’ ' transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s 's Common Stock sold by the Agent under this Agreement on the NYSE at the time of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.003.00% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “"Net Proceeds”"). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount of Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s 's account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate. At On each Applicable Time, each Settlement Date date of execution of any sale order (a "Trade Date") and each Filing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four second business days day after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “"Filing Date”"), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act, which prospectus supplement will set forth, with regard to such quarter, the number of Shares sold through the Agent under this Agreement, the Net Proceeds received by the Company and the compensation paid by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company, and the performance by the Company of its obligations, set forth in this Agreement and to the continuing satisfaction of the additional conditions specified in Sections 4 and 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Trust agrees to issue and sell through the Agent, as exclusive sales agentagent for the sale of Common Shares pursuant to this Agreement or an arrangement similar to that contemplated by this Agreement, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the CompanyTrust, on a reasonable efforts basis, up to the Maximum Amount of Common Shares during the term of this Agreement on the terms set forth herein; provided, however, the SharesTrust and the Agent shall suspend the sale of Common Shares if the per share price for the Common Shares is less than the Minimum Price (as defined below). The Shares Trust shall calculate the Current Net Asset Value (as such term is used in Section 23(b) of the 1940 Act) per Common Share at the close of business on each day and xxxxx xxtify the Agent of the result of such calculation by 5:30 p.m. on each day. "Minimum Price" means a price equal to (1) the Current Net Asset Value per Common Share as determined by the Trust on the preceding business day plus (2) the per Common Share amount of any commission to be paid to the Agent hereunder. The Common Shares, up to the Maximum Amount, are to be sold on a daily basis or otherwise such days as shall be agreed to by the Company Trust and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time). The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration StatementAgent. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all the entire Maximum Amount. The Agent shall sell the Common Shares only by means of ordinary trading transactions on the Shares so designated by the CompanyNYSE. Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the The Agent shall not solicit or arrange for the solicitation of customers' orders in anticipation of or in connection with such transactions. The Agent shall calculate the ADTV (as defined in Regulation M) of the Common Shares on a weekly basis. If either party has reason to believe that the exemptive provisions set forth in rule 101(c)(1) of Regulation M, are not satisfied, it shall promptly notify the other party and sales of Common Shares under this Agreement shall be obligated to use its reasonable efforts to sell, any Shares at a price lower than suspended until that or other exemptive provisions have been satisfied in the minimum price therefor designated from time to time by the Company’s board judgment of directors and notified to the Agent in writingeach party. In addition, the Company Trust or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of Common Shares at any time and each party agrees to promptly suspend the Sharesoffering of Common Shares upon such notice; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Common Shares sold hereunder prior to the giving of such notice. Under no circumstances shall In connection with the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares sale of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement, the Agent is not authorized by the Trust to give any information or to make any representations in connection with this Agreement shall be suspended until that or other exemptive provisions have been satisfied than those contained in the judgment of each party. The Agent hereby covenants Registration Statement and the Prospectus, and agrees not to give any unauthorized information or to make any sales of Shares on behalf of unauthorized representations. Except as specifically provided in this Agreement, the Company other than by means of ordinary brokers’ transactions between members of Agent is not authorized to act as an agent for the NYSE that qualify Trust, and agrees not to act or to purport to act as an agent for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities ActTrust. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by Trust and the Agent under this Agreement shall agree upon the number of Common Shares to be sold on the NYSE at the time of such saleany business day. The compensation payable to the Agent for sales of Common Shares shall be equal to 2.00% at a fixed commission rate of o% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”)per share. The Agent shall provide written confirmation to the Company Trust following the close of trading business on the NYSE each any day in which Common Shares are sold under this Agreement setting forth the amount number of Common Shares sold on such daysold, the Net Proceeds gross proceeds from the sale of such shares, the highest and lowest executed sales price at which such shares were sold, the net proceeds to the Company Trust and the compensation payable by the Company Trust to the Agent with respect to such sales. Settlement for sales of Common Shares will occur on the third business day following the trade date on which such sales are made, unless another date made (each a "Closing Date"). The amount of proceeds for such sales to be delivered to the Trust against the receipt of the Common Shares sold shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company equal to the Agent against payment aggregate sales prices at which such Common Shares were sold, net of the Net Proceeds from the sale Agent's compensation for such sales and after deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such Sharessales. Settlement for all Common Shares shall be effected by free delivery of Shares shares to the Agent’s 's account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an the account designated by the CompanyTrust. If the Company shall default on its obligation to deliver Shares on any Settlement On each Closing Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company Trust shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with On the Agent that on or prior to the earlier first day of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “Filing Date”)month, the Company will (i) Trust shall affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement. The Trust covenants and agrees with the Agent that on or prior to the second business day after each day on which sales of Common Shares occur, (ii) the Trust will file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) 497 of the Securities ActRules and Regulations, which prospectus supplement will set forth, with regard to such quarterday, the number of Common Shares sold through the Agent under this AgreementAgent, the Net Proceeds received by highest and lowest executed sales price at which Common Shares were sold, the Company net proceeds to the Trust and the compensation paid payable by the Company Trust to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchangeAgent. Any obligation of the Agent to use its reasonable efforts to sell the Common Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the CompanyTrust herein, and to the performance by the Company Trust of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional conditions specified in Sections 4 and Section 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Trust agrees to issue and sell through the Agent, as exclusive sales agentagent for the sale of Common Shares pursuant to this Agreement or an arrangement similar to that contemplated by this Agreement, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the CompanyTrust, on a reasonable efforts basis, up to the Maximum Amount of Common Shares during the term of this Agreement in accordance with the 1933 Act, the Shares1940 Act, the Securities Exchange Act of 1934 (the "1934 Act"), the rules of the NYSE, the Conduct Rules of the National Association of Securities Dealers, Inc. and the terms set forth herein; provided, however, the Trust and the Agent shall suspend the sale of Common Shares if the per share price for the Common Shares is less than the Minimum Price (as defined below); provided, further, that the Agent and the Trust agree that Pilgrim America Securities, Inc. ("PASI") may provide administrative services to the Trust in connection with sales under this Agreement but shall not act as a sales agent; provided, further, that the Agent shall not be deemed to be in violation of this sentence if such violation is caused by the activities of PASI or by the failure of the Trust to comply with its agreements and representations contained herein. The Shares Trust shall calculate the Current Net Asset Value (as such term is used in Section 23(b) of the 1940 Act) per Common Share at the close of business on each day and shall notify the Agent of the result of such calculation by 5:30 p.m. on each day. "Minimum Price" means a price equal to (1) the Current Net Asset Value per Common Share as determined by the Trust on the preceding business day plus (2) the per Common Share amount of any commission to be paid to the Agent hereunder. The Common Shares, up to the Maximum Amount, are to be sold on a daily basis or otherwise such days as shall be agreed to by the Company Trust and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time). The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration StatementAgent. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all the entire Maximum Amount. The Agent shall sell the Common Shares only by means of transactions effected on the Shares so designated by the CompanyNYSE. Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the The Agent shall not solicit or arrange for the solicitation of customers' orders in anticipation of or in connection with such transactions. The Agent shall calculate the ADTV (as defined in Regulation M) of the Common Shares on a weekly basis. If either party has reason to believe that the exemptive provisions set forth in rule 101(c)(1) of Regulation M, are not satisfied, it shall promptly notify the other party and sales of Common Shares under this Agreement shall be obligated to use its reasonable efforts to sell, any Shares at a price lower than suspended until that or other exemptive provisions have been satisfied in the minimum price therefor designated from time to time by the Company’s board judgment of directors and notified to the Agent in writingeach party. In addition, the Company Trust or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of Common Shares at any time and each party agrees to promptly suspend the Sharesoffering of Common Shares upon such notice; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Common Shares sold hereunder prior to the giving of such notice. Under no circumstances shall In connection with the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares sale of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement, the Agent is not authorized by the Trust to give any information or to make any representations in connection with this Agreement shall be suspended until that or other exemptive provisions have been satisfied than those contained in the judgment of each party. The Agent hereby covenants Registration Statement and the Prospectus, and agrees not to give any unauthorized information or to make any sales of Shares on behalf of unauthorized representations. Except as specifically provided in this Agreement, the Company other than by means of ordinary brokers’ transactions between members of Agent is not authorized to act as an agent for the NYSE that qualify Trust, and agrees not to act or to purport to act as an agent for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities ActTrust. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by Trust and the Agent under this Agreement shall agree upon the number of Common Shares to be sold on the NYSE at the time of such saleany business day. The compensation payable to the Agent for sales of Common Shares shall be equal to 2.00at a fixed commission rate of 3% of the gross sales price per share of the first 4,000,000 Common Shares sold pursuant to under this Agreement. The remaining proceeds, after further deduction Agreement and 2.25% of the gross sales price for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such next 6,000,000 Common Shares (the “Net Proceeds”)sold. The Agent shall provide written confirmation to the Company Trust following the close of trading business on the NYSE each any day in which Common Shares are sold under this Agreement setting forth the amount number of Common Shares sold on such daysold, the Net Proceeds gross proceeds from the sale of such shares, the highest and lowest executed sales price at which such shares were sold, the net proceeds to the Company Trust and the compensation payable by the Company Trust to the Agent with respect to such sales. Settlement for sales of Common Shares will occur on the third business day following the trade date on which such sales are made, unless another date made (each a "Closing Date"). The amount of proceeds for such sales to be delivered to the Trust against the receipt of the Common Shares sold shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company equal to the Agent against payment aggregate sales prices at which such Common Shares were sold, net of the Net Proceeds from the sale Agent's compensation for such sales and after deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such Sharessales. Settlement for all Common Shares shall be effected by free delivery of Shares shares to the Agent’s 's account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an the account designated by the CompanyTrust. If the Company shall default on its obligation to deliver Shares on any Settlement On each Closing Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company Trust shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with On the Agent that on or prior to the earlier first day of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “Filing Date”)month, the Company will (i) Trust shall affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) . The Trust covenants and agrees with the Agent that the Trust will file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) 497 of the Securities ActRules and Regulations at such times as may be required by the 1933 Act and the Rules and Regulations (but in any event not later than the second business day after the end of the week during which sales of Common Shares occur), which prospectus supplement will set forth, with regard to such quarter, forth the number of Common Shares sold through the Agent under this AgreementAgent, the Net Proceeds received by highest and lowest executed sales price at which Common Shares were sold, the Company net proceeds to the Trust and the compensation paid payable by the Company Trust to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchangeAgent. Any obligation of the Agent to use its reasonable efforts to sell the Common Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the CompanyTrust herein, and to the performance by the Company Trust of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional conditions specified in Sections 4 and Section 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to contained and the other terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the Company, the Shares. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE New York Stock Exchange (the "NYSE") (other than a day on which trading on the NYSE is scheduled to close prior to its regular weekday closing time)) from the date hereof to the earlier of May 15, 2003, and the termination of this Agreement pursuant to Section 6 hereof. The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration StatementStatement (as defined in Section 2(a)). Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the designated Shares. The gross sales price of any Shares so designated by sold under this Agreement shall be the market price for shares of the Company's Common Stock sold on the NYSE at the time of such sale. The compensation to the Agent for sales of Shares shall be at a fixed commission rate of 2% of the gross sales price of any Shares sold under this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board 's Board of directors Directors and notified provided to the Agent in writing. The Agent hereby agrees not to make any sales of Shares on behalf of the Cxxxxxx other than by means of ordinary brokers' transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities Act (as defined below). In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering sale of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M ("Regulation M") under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act") are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in to the judgment reasonable satisfaction of each party. The Agent hereby covenants and agrees not If the Company fails to make any sales meet the exemptive requirements set forth in Rule 101(c)(1) of Shares on behalf Regulation M, it shall promptly notify the Agent. Sales of the Shares by the Company pursuant to the Agreement shall then cease until such time as the Company is in compliance with such exemptive provisions. The Company or the Agent may, upon notice to the other than party hereto by means of ordinary brokers’ transactions between members telephone (confirmed promptly by telecopy), suspend the sale of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities ActShares. The gross sales price of any Shares sold Any suspension or termination effected by either party under this Agreement shall be not affect or impair the market price for shares of parties' respective obligations with respect to Shares sold hereunder prior to the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time giving of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.00% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”)notice. The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount number of Shares sold on such day, the Net Proceeds to the Company Company, and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on The Company shall open and maintain a trading account (the third business day following the trade date on which such sales are made, unless another date shall be agreed to "Trading Account") at a clearing agent designated by the Company and Agent to facilitate the Agent (each such day, a “Settlement Date”)transactions contemplated by this Agreement. On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the The Net Proceeds from the sale of such Shares. Settlement for all the Shares shall be effected by free available in the Trading Account on the third business day (or such other day as is industry practice for regular-way trading) following each sale of the Shares (each, a "Closing Date"). The Company shall effect the delivery of the applicable number of Shares to the Agent’s account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the CompanyAgent at The Depository Trust Company on or before the Closing Date of each sale hereunder. The Agent's compensation shall be withheld from the sales proceeds on each Settlement Date and shall be paid to the Agent. If the Company shall default on its obligation to deliver Shares on any Settlement Closing Date, the Company shall (i) indemnify and hold the Agent in respect of such sale harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds that have been paid by the purchaser of such Shares on any Settlement Closing Date for Shares delivered by the CompanyCompany in accordance with this Agreement, the Agent will shall (i) hold the Company harmless against any loss, claim or damage arising from or as a result of such default by the Agent and (ii) pay the Company interest based on the effective overnight federal funds Federal Funds rate. At On each Applicable TimeClosing Date, each Settlement Date and on each Filing DateDate (as defined below), the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four second business days day after any date on which the Company shall file an annual report on Form 10-K or quarterly report a Quarterly Report on Form 10-Q in respect of any quarter in which sales of Shares of Common Stock were made by the Agent under this Agreement or by UBS Warburg LLC (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x"UBS"), prior to such Applicable Timeunder a sales agency agreement, dated as of May 15, 2002 (the "UBS Sales Agency Agreement"), between the Company and UBS (each such date, a “"Filing Date”"), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the (each, a "Prospectus included as part of the Registration Statement Supplement") with the Securities and Exchange Commission (the "Commission") under the applicable paragraph of Rule 424(b) of under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), which prospectus supplement Prospectus Supplement will set forth, with regard to such quarter, the number of Shares of Common Stock sold through the Agent under this Agreement and through UBS under the UBS Sales Agency Agreement, the Net Proceeds received by to the Company and the compensation paid by the Company to the Agent with respect to sales of Shares of Common Stock pursuant to this Agreement and the UBS Sales Agency Agreement and (iii) deliver such number of copies of each such prospectus supplement Prospectus Supplement to the NYSE as are is required by such exchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the CompanyCompany herein, and to the performance by the Company of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional covenants and conditions specified in Sections 4 3 and 5 of this Agreement. The Company and the Agent each acknowledge that under the terms and conditions of the UBS Sales Agency Agreement, the Company has agreed to issue and sell through UBS, as an additional sales agent, up to 4,000,000 shares of its Common Stock, less any Shares sold by the Agent under this Agreement, on the terms and conditions described in this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the AgentSales Manager, as a sales agent, and the Agent Sales Manager agrees to use its reasonable efforts to sell sell, as sales agent for the Company, on a reasonable efforts basis, up to 2,000,000 Shares (the "Maximum Amount") but in no case less than a number of Shares, the gross sales price of which is at least $1,500,000 (the "Minimum Amount") on the terms set forth herein. The Shares Shares, up to the Maximum Amount, are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)Sales Manager. The Company will designate and confirm in writing the maximum amount of Shares sought to be sold by the Agent daily Sales Manager during a specified period as reasonably agreed to by the Agent Sales Manager and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent Sales Manager shall use its reasonable efforts to sell all such designated Shares up to the Maximum Amount. The Sales Manager shall sell such designated Shares only by means of ordinary brokers' transactions on the New York Stock Exchange (the "NYSE") or on any other national stock exchange on which the Company's shares are traded. The compensation to the Sales Manager for sales of Shares shall be at a fixed commission rate of 2% (the "Commission Rate") of the gross sales price of any Shares so designated sold under this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the Companynet proceeds to the Company for such Shares (the "Net Proceeds"). Notwithstanding the foregoing, the Company may instruct the Agent Sales Manager by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore; furthermore, the Company shall not authorize the issuance and sale of, and the Agent Sales Manager shall not be obligated to use its reasonable efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board 's Board of directors Directors or special committee thereof and notified to the Agent Sales Manager in writing. In addition, the Company or the Agent Sales Manager may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares specifying a date that such suspension shall be effected; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. The Company may then revoke the suspension by giving a written notice to the Sales Manager as hereinafter specified (an "Activation Notice"). The Sales Manager may, upon notice to the Company by telephone (confirmed promptly by telecopy), suspend the offering of Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of the Company other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the Securities Act. The gross sales price of any Shares sold under this Agreement shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such sale. The compensation payable to the Agent for sales of Shares shall be equal to 2.00% of the gross sales price of the Shares sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent Sales Manager shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount number of Shares sold on such day, the Net Proceeds to the Company and Company, the compensation payable by the Company to the Agent Sales Manager with respect to such sales, the total number of Shares sold pursuant to this Agreement and the aggregate gross sales price of Shares sold pursuant to this Agreement. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall made (each a "Closing Date"). The amount of proceeds for such sales to be agreed delivered to by the Company and against the Agent (each such day, a “Settlement Date”). On each Settlement Date, receipt of the Shares sold through the Agent for settlement on such date shall be delivered by the Company equal to the Agent against payment aggregate sales prices at which such Shares were sold, net of the Net Proceeds from the sale Sales Manager's compensation for such sales and after deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such Sharessales. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s Sales Manager's account at The Depository Trust Company Corporation in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an the account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Closing Date, the Company shall (i) indemnify and hold the Agent Sales Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent Sales Manager any commission to which it would otherwise be entitled absent such default. If the Agent Sales Manager breaches this Agreement by failing to deliver the applicable Net Proceeds proceeds on any Settlement Closing Date for Shares delivered by the Company, the Agent Sales Manager will pay the Company interest based on the effective overnight federal funds Federal Funds rate. At On each Applicable Time, each Settlement Date and each Filing Closing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants , and agrees with on the Agent that on or prior first and third Monday of each month, to the earlier of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent extent a sale under this Agreement or (y) to occurred during the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, immediately preceding 21 day period (each such date, a “Filing an "Affirmation Date”"), the Company will (i) shall affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act, which prospectus supplement will set forth, with regard to such quarter, the number of Shares sold through the Agent unless no sale under this Agreement, Agreement was made since the Net Proceeds received by the Company and the compensation paid by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchangelast Affirmation Date. Any obligation of the Agent Sales Manager to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the CompanyCompany herein, and to the performance by the Company of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional conditions specified in Sections 4 and Section 5 of this Agreement.

Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as non-exclusive sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as non-exclusive sales agent for the Company, on a best efforts basis, up to the SharesMaximum Amount of Shares on the terms set forth herein. The Shares Shares, up to the Maximum Amount, are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)Agent. The Company will designate the maximum amount of Shares sought to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable best efforts to sell all of the designated Shares so designated by up to the CompanyMaximum Amount. Notwithstanding the foregoing, foregoing the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore; furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable best efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Company’s board of directors Company and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act Act, are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales amount of the Shares under that may be sold on any day pursuant to this Agreement and any other sales agency agreement shall not exceed 10% of the average daily trading volume of the Shares for the sixty days prior to such day (provided, that any Shares purchased by the Agent as principal during such period shall not be suspended until that or other exemptive provisions have been satisfied included in the judgment calculation of each partytrading volume). The Agent hereby covenants and agrees not to make any sales of Shares on behalf of Unless otherwise agreed by the Company other than and the Agent, the Agent shall sell the Shares only by means of ordinary brokers’ ' transactions between members on the New York Stock Exchange (the "NYSE"). Unless otherwise agreed to by the Company and the Agent, the Agent shall not solicit or arrange for the solicitation of customer's orders in anticipation of or in connection with such transactions, nor shall it sell short as principal Shares of the NYSE that qualify for delivery of a Prospectus Company, except in connection with customary market making activities in the Company's outstanding securities. The Agent shall not engage in any special selling efforts or selling methods relating to the NYSE in accordance with Shares within the meaning of Rule 153 100 of Regulation M under the Securities Exchange Act. The gross sales price of any Shares sold under this Agreement Agent shall be calculate on a weekly basis the market price for shares average daily trading volume of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such saleShares. The compensation payable to the Agent for sales of Shares shall be equal to 2.00% ____ of the gross sales price of the Shares sold pursuant to this Agreementsold, in the form of a commission. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “"Net Proceeds”"). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the amount of Shares sold on such day, the Net Proceeds to the Company Company, and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent made (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by free delivery of Shares to the Agent’s account at The Depository Trust Company in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in which sales of Shares were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, a “Filing Date”), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act, which prospectus supplement will set forth, with regard to such quarter, the number of Shares sold through the Agent under this Agreement, the Net Proceeds received by the Company and the compensation paid by the Company to the Agent with respect to sales of Shares pursuant to this Agreement and (iii) deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company, and the performance by the Company of its obligations, set forth in this Agreement and to the continuing satisfaction of the additional conditions specified in Sections 4 and 5 of this Agreement.the

Sale and Delivery of Securities. On the basis of the ------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent, as sales agent, and the Agent agrees to use its reasonable efforts to sell sell, as sales agent for the Company, on a reasonable efforts basis, up to the SharesMaximum Amount of Stock on the terms set forth herein. In the event that the Company engages any other party to provide advice in respect of or otherwise act as sales agent or underwriter for any offering of securities involving a program substantially similar to the Agent's structured equity shelf program contemplated by this Agreement (an "Ordinary Brokerage Program"), the Company shall deliver to the Agent a written summary of the material terms and conditions of such Ordinary Brokerage Program at least 15 days prior to the commencement thereof. The Shares are Stock, up to the Maximum Amount, is to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)Agent. The Company will designate the maximum amount of Shares sought Stock to be sold by the Agent daily as reasonably agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. Subject to the terms and conditions hereof, the Agent shall use its reasonable efforts to sell all of the Shares so designated by Stock up to the CompanyMaximum Amount. Notwithstanding the foregoing, foregoing the Company may instruct the Agent by telephone (confirmed promptly by telecopy) not to sell Shares Stock if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore; furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Shares Stock at a price lower than the minimum price therefor designated from time to time by the Company’s board 's Board of directors Directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy), suspend the offering of the SharesStock; provided, however, -------- ------- that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares Stock sold hereunder prior to the giving of such notice. Under no circumstances shall the number of Shares sold pursuant to this Agreement exceed the number set forth in Section 1 or the number of shares of Common Stock available for issuance under the currently effective Registration Statement. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the SharesStock, it shall promptly notify the other party and sales of Shares Stock under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. The Agent hereby covenants and agrees not to make any sales of Shares on behalf of Unless otherwise agreed by the Company other than and the Agent, the Agent shall sell the Stock only by means of ordinary brokers’ ' transactions between members on the American Stock Exchange (the "AMEX"). Unless otherwise agreed to by the Company and the Agent, the Agent shall not solicit or arrange for the solicitation of customer's orders in anticipation of or in connection with such transactions, nor shall it sell short as principal shares of Stock of the NYSE that qualify for delivery of a Prospectus Company, except in connection with customary market making activities in the Company's outstanding securities. The Agent shall not engage in any special selling efforts or selling methods relating to the NYSE in accordance with Stock within the meaning of Rule 153 100 of Regulation M under the Securities Exchange Act. The gross sales price of any Shares sold under this Agreement Agent shall be calculate on a weekly basis the market price for shares average daily trading volume of the Company’s Common Stock sold by the Agent under this Agreement on the NYSE at the time of such saleStock. The compensation payable to the Agent for sales of Shares Stock shall be equal to 2.00(i) 3.0% of the gross sales price of the Shares first 2,500,000 shares of Stock that may be sold pursuant to this Agreement, (ii) 2.5% of the gross sales price of the second 2,500,000 shares that may be sold pursuant to this Agreement, and (iii) 2.25% of the gross sales price of the remaining 1,065,000 shares that may be sold pursuant to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental, regulatory governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares Stock (the “"Net Proceeds”"). The Agent shall provide written confirmation to the Company following the close of trading on the NYSE AMEX each day in which Shares are Stock is sold under this Agreement setting forth the amount of Shares Stock sold on such day, the Net Proceeds to the Company Company, and the compensation payable by the Company to the Agent with respect to such sales. Settlement for sales of Shares Stock will occur on the third business day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent made (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares Stock sold through the Agent for settlement on such date shall be delivered by the Company to the Agent against payment of the Net Proceeds from for the sale of such SharesStock. Settlement for all Shares Stock shall be effected by free delivery of Shares Stock to the Agent’s 's account at The Depository Trust Company Corporation in return for payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an the account designated by the Company. If the Company shall default on its obligation to deliver Shares Stock on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds proceeds on any Settlement Date for Shares Stock delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds Federal Funds rate. At each Applicable Time, each Settlement Date and each Filing Date, the Company shall be deemed to have affirmed each representation, warranty, covenant and other agreement contained in this Agreement, and on each Filing Date (as defined below), the Company shall affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement. The Company covenants and agrees with the Agent that on or prior to the earlier second business day after the end of (x) four business days after any date on which the Company shall file an annual report on Form 10-K or quarterly report on Form 10-Q in respect of any quarter in each calendar week during which sales of Shares Stock were made by the Agent under this Agreement or (y) to the extent there shall be an Applicable Time on or following such filing date referred to in clause (x), prior to such Applicable Time, (each such date, week a “Filing Date”"Reporting Period"), the Company will (i) affirm in writing each representation, warranty, covenant and other agreement contained in this Agreement, (ii) file a prospectus supplement to the Prospectus included as part of the Registration Statement with the Commission under the applicable paragraph of Rule 424(b) of the Securities Act(each a "Filing Date"), which prospectus supplement will set forth, with regard to such quarterReporting Period, the number dates included within the Reporting Period, the amount of Shares Stock sold through the Agent under this AgreementAgent, the Net Proceeds received by to the Company and the compensation paid payable by the Company to the Agent with respect to sales of Shares Stock pursuant to this Agreement and (iiiii) deliver such number of copies of each such prospectus supplement to the NYSE AMEX as are required by such exchangeExchange. Any obligation of the Agent to use its reasonable efforts to sell the Shares on behalf of the Company Stock shall be subject to the continuing accuracy of the representations and warranties of the CompanyCompany herein, and to the performance by the Company of its obligations, set forth in this Agreement obligations hereunder and to the continuing satisfaction of the additional conditions specified in Sections 4 and Section 5 of this Agreement.