EXHIBIT 1.2
1,500,000 Preferred Securities/*/
OZARK CAPITAL TRUST
% Cumulative Trust Preferred Securities
(liquidation amount $10 per preferred security)
Guaranteed by
BANK OF THE OZARKS, INC.
__________
AGREEMENT AMONG UNDERWRITERS
----------------------------
_____________, 1999
To each of the Underwriters named in Schedule I
to the attached Underwriting Agreement
Dear Sirs:
This Agreement Among Underwriters (this "Agreement") is to confirm that the
Underwriters agree among themselves as follows with reference to their proposed
purchases severally of an aggregate of 1,500,000 shares (the "Underwritten
Preferred Securities") and up to an aggregate of 225,000 additional shares (the
"Option Preferred Securities") of ____% Cumulative Trust Preferred Securities of
Ozark Capital Trust, (the "Trust") guaranteed by Bank of the Ozarks, Inc. (the
"Company") (the Underwritten Preferred Securities and any Option Preferred
Securities which the Underwriters elect to purchase pursuant to the Underwriting
Agreement (as hereinafter defined) being collectively referred to as the
"Preferred Securities").
1. Each Underwriter agrees that it will purchase, on the terms and
subject to the conditions of an underwriting agreement in substantially the form
attached hereto (the "Underwriting Agreement"), the number of Preferred
Securities provided therein to be purchased by it (such number of Preferred
Securities, including any Preferred Securities to be so purchased by such
Underwriter pursuant to Section 10 of the Underwriting Agreement, being herein
referred to as the "underwriting obligation" of such Underwriter). Each
Underwriter authorizes us as its Representatives (the "Representatives") to
execute and deliver the Underwriting Agreement in substantially the form
attached hereto and to exercise in our discretion all of the authority vested in
us by the Underwriting Agreement. As Representatives, we are also authorized to
take all action that we may believe desirable in carrying out the provisions of
the Underwriting Agreement and this Agreement, including the authority to agree
to changes in those who are to be Underwriters and, subject to the following
paragraph, in the number of Underwritten Preferred Securities and Option
Preferred Securities to be set forth opposite the name of such Underwriter in
Schedule I to the Underwriting Agreement, and to agree to any variation in the
terms of performance of the Underwriting Agreement and this Agreement which, in
our judgment, will not have a material adverse effect upon the interests of the
Underwriters.
Notwithstanding the provisions of the preceding paragraph, the consent of
an Underwriter shall be required for any increases in the number of Preferred
Securities to be purchased by such Underwriter under the Underwriting Agreement,
except in the following cases: (a) an increase in the number of Preferred
Securities to be purchased by such Underwriter which is caused by the failure of
another Underwriter or Underwriters to perform its or their obligations under
the Underwriting Agreement; or (b) an increase in the number of such Preferred
Securities, as a
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*Plus up to 225,000 shares to cover over-allotments, if any.
result of (i) an increase in the aggregate number of Preferred Securities
proposed to be purchased by the Underwriters as a whole, (ii) a reallotment of
Preferred Securities among the Underwriters, or (iii) any other cause, which in
any such case (i) through (iii) results in an aggregate net change of 10% or
less in the number of Preferred Securities to be purchased by such Underwriter.
2. The Underwritten Preferred Securities shall be released for sale to
the public at the public offering price as soon after the execution and delivery
of the Underwriting Agreement as in our judgment is advisable, but (except with
the consent of such of the Underwriters whose underwriting obligations aggregate
fifty percent or more of the Underwritten Preferred Securities under the
Underwriting Agreement) not later than the seventh full business day after the
execution and delivery of the Underwriting Agreement.
Each Underwriter authorizes us, for its account, to exercise all or such
portion of any over-allotment option to purchase Option Preferred Securities
from time to time under the Underwriting Agreement as we in our discretion shall
determine.
3. Each Underwriter authorizes us, for its account, to reserve for sale,
and to sell and deliver to securities dealers selected by us, who may include
any of the Underwriters, such number as we may determine of the Preferred
Securities which such Underwriter agrees to purchase under the Underwriting
Agreement. Such sales shall be made for the respective accounts of the
Underwriters in the same proportions, as nearly as may be practicable and so
long as Preferred Securities of the respective Underwriters are available
therefor, as the respective numbers of Preferred Securities initially so
reserved for such sales. Such sales shall be made at the public offering price,
less a concession initially of not in excess of [$____] per share with respect
to the Preferred Securities so sold. Underwriters and such dealers may allow a
portion of such concession (the "reallowance") initially of not in excess of
[$____] per share of the Preferred Securities so sold to any member of the
National Association of Securities Dealers, Inc. (the "NASD"), acting as
principal or as buyer's agent, provided such member agrees that the reallowance
is to be retained and not reallowed in whole or in part and also agrees in
writing to comply with Section 24 of Article III of the Rules of Fair Practice
of the NASD. Underwriters and such dealers may allow the reallowance to a
foreign dealer not eligible for membership in the NASD, acting as principal or
as buyer's agent, provided such foreign dealer agrees that the reallowance is to
be retained and not reallowed in whole or in part, agrees to comply with the
interpretation with respect to Free-Riding and Withholding of the NASD in making
sales to purchasers outside the United States, and agrees in writing to comply
with Sections 8, 24, 25 (as such Section applies to foreign non-members) and 36
of such Article.
Each Underwriter also authorizes us to reserve for sale, and authorizes us
or any Underwriter designated by us to sell and deliver for its account to such
retail purchasers as we may select, at the public offering price, such number as
we may determine of the Preferred Securities which such Underwriter agrees to
purchase under the Underwriting Agreement. Such reservations and sales to
retail purchasers shall be made for the respective accounts of the Underwriters
in the same proportions, as nearly as may be practicable and so long as
Preferred Securities of the respective Underwriters are available therefor, as
the respective underwriting obligations of the Underwriters.
At or before the time the Underwritten Preferred Securities are released
for sale to the public, we will advise each Underwriter as to the number of
Underwritten Preferred Securities initially reserved for sale for its account
pursuant to this Section. Each Underwriter authorizes us from time to time to
add to the reserved Preferred Securities any Preferred Securities of such
Underwriter then remaining unsold and to release to it any reserved Preferred
Securities of such Underwriter then remaining unsold.
Each Underwriter authorizes us, on its behalf and as its Representatives,
to take all such action as we may deem advisable in respect of all matters
pertaining to sales of reserved Preferred Securities to dealers and to retail
purchasers, including the right to make variations in the selling arrangements,
and, after the Underwritten Preferred Securities are released for sale to the
public, to vary from time to time the offering price, concessions and
reallowances to dealers, and other terms of sale of the Preferred Securities
hereunder and under such selling arrangements.
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4. Sales of Preferred Securities by Underwriters, except as otherwise set
forth herein, shall be on the terms specified under the selling arrangements
then in effect.
Each Underwriter represents that in connection with the offering it has
conformed, and agrees that is will conform, with the provisions of Rule 10b-6
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
regard, among other things, to trading by underwriters.
5. We may, in our discretion, charge the account of any Underwriter with
an amount equal to the concession allowed to dealers in respect of each Share
purchased under the Underwriting Agreement by such Underwriter and not sold by
us for its account (and each Share which we believe has been substituted
therefor) which may be delivered against a purchase contract made by us for the
account of any Underwriter prior to the later of (a) the termination of all of
the provisions referred to in Section 10 hereof or (b) the covering by the
Representatives of any short position created by the Representatives for the
accounts of the Underwriters pursuant to Section 9 hereof, or in lieu of such
charge, require such Underwriter to repurchase on demand at the total cost
thereof (including commissions), plus transfer taxes, any such Preferred
Securities so delivered.
6. Upon our request each Underwriter will deliver to the Representatives
payment for the Preferred Securities purchased or to be purchased by such
Underwriter under the Underwriting Agreement in an amount equal to the public
offering price for such Preferred Securities less the concession to dealers.
Such payment shall be made in such form and at such times and places as may be
specified in such request, and each Underwriter authorizes the Representatives
to make payment for such Preferred Securities against their delivery for its
account hereunder.
7. We shall remit to each Underwriter, as promptly as practicable, the
amounts received by us from retail purchasers and dealers as payment in respect
of Preferred Securities sold by us for the account of such Underwriter pursuant
to the provisions of Section 3 hereof for which payment has been received, less
the concession to dealers (a) in the case of amounts received from retail
purchasers and (b) in the case where amounts received from dealers are equal to
the public offering price. Preferred Securities purchased by each Underwriter
under the Underwriting Agreement and not reserved or sold by us for its account
pursuant to the provisions of Section 3 hereof shall be delivered to such
Underwriter as promptly as practicable after their receipt by us. Any Preferred
Securities so purchased by any Underwriter and so reserved which remain unsold
at any time prior to the settlement of accounts hereunder may, in our
discretion, and shall, upon the request of such Underwriter, be delivered to
such Underwriter, but, until the termination of all of the provisions referred
to in Section 10 hereof, for carrying purposes only.
Each Underwriter which is a member of The Depository Trust Company
authorizes us, in our discretion, to arrange for delivery of Preferred
Securities to such Underwriter and for payment therefor by and to such
Underwriter through the facilities of Xxxxxxxx Inc., 000 Xxxxxx Xxxxxx, Xxxxxx
Xxxx, Xxxxxxxx 00000.
Each Underwriter, however, authorizes the Representatives, in their
discretion, as agents for such Underwriter, to advance funds, charging current
interest rates, or arrange loans for such Underwriter's account in connection
with the purchase or carrying of its Preferred Securities held for its account
under this Agreement and for any other of the purposes of this Agreement, to
execute and deliver any notes or other instruments evidencing such advances or
loans, to hold or pledge as security therefor any or all of its Preferred
Securities, and to give all instructions to the lenders with respect to any such
loans and the proceeds thereof, which instructions the lenders are hereby
authorized to accept. In the event of any such advance or loan, repayment
thereof shall, in the discretion of the Representatives, be effected prior to
the making of any remittance or delivery pursuant to this Section.
Each Underwriter agrees that, from time to time prior to the settlement of
accounts hereunder, it will furnish to us such information as we may request in
order to determine the number of Preferred Securities purchased by it under the
Underwriting Agreement which then remains unsold, and such Underwriter will upon
our request sell to us for the account of any Underwriter as many of such unsold
Preferred Securities as we may designate at the public offering price, less all
or any part of the concession to dealers as we may determine. The provisions of
Section 5 hereof shall not be applicable in respect of any such sale.
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8. In the event of failure of any Underwriter to tender payment for
Preferred Securities as provided under the Underwriting Agreement, we shall have
the right under the provisions thereof to arrange for other persons, who may
include ourselves and any other Underwriters, to purchase the Preferred
Securities which such defaulting Underwriter agreed to purchase, and we shall
also have the right, subject to Section 1 hereof, to increase pro rata the
original underwriting obligations of the non-defaulting Underwriters to provide
for the purchase of the Preferred Securities which such defaulting Underwriter
agreed to purchase, but in neither case will such arrangements relieve such
defaulting Underwriter from liability for its default.
9. Each Underwriter authorizes the Representatives, in their discretion
and for the account of such Underwriter, to over-allot Underwritten Preferred
Securities, and to purchase and sell shares of Preferred Securities, for long or
short account, in such amounts, at such prices, on such terms and in such manner
as the Representatives may determine; provided, however, that at no time (except
as set forth below in the event of default of any Underwriter in carrying out
its commitment under this Section) shall the net commitment of any Underwriter,
for either long or short account, resulting from such over-allotments and such
purchases and sales exceed 15% of the number of Underwritten Preferred
Securities which such Underwriter agrees to purchase under the Underwriting
Agreement (it being agreed for the purposes of such calculation that the net
commitment for short account of any Underwriter shall be deemed to be reduced by
the maximum number of Option Preferred Securities which such Underwriter is
entitled to purchase under the Underwriting Agreement). It is understood that
the Representatives may have made purchases of Preferred Securities for
stabilizing purposes prior to the time this Agreement became binding upon the
Underwriters or any particular Underwriter with respect to the offering of the
Preferred Securities, and each Underwriter agrees that any securities so
purchased shall be treated as having been purchased for the respective accounts
of the Underwriters pursuant to the foregoing authorization. Each Underwriter
authorizes the Representatives, in their discretion and for the account of such
Underwriter, to cover any short position, or sell any long position, created by
the Representatives for the account of such Underwriter pursuant to this
Section, in such amounts, at such prices, on such terms and in such manner as
the Representatives may determine. Such purchases and sales, through over-
allotments or otherwise, shall be for the respective accounts of the
Underwriters in the same proportions, as nearly as may be practicable, as the
respective underwriting obligations of the Underwriters; provided, however,
that, if any Underwriter defaults in carrying out its commitment under this
Section, the other Underwriters not so defaulting shall assume its commitment in
the same proportions as the respective underwriting obligations of such other
Underwriters, without, however, relieving such defaulting Underwriter from its
liability therefor. Each Underwriter agrees that it will, upon the request of
the Representatives take up at cost (but, in the discretion of the
Representatives, until the termination of all of the provisions referred to in
Section 10 hereof, for carrying purposes only) shares of Preferred Securities so
purchased by the Representatives for the account of such Underwriter, and
deliver to the Representatives shares of Preferred Securities so sold for the
account of such Underwriter, through over-allotment or otherwise. The
Representatives shall have full discretionary power to pay such commissions in
connection with such purchases and sales as it may deem proper and to charge
such commissions on purchases and sales effected by them.
In the event that the Representatives effect any stabilizing purchases
pursuant to this Section, they will notify each Underwriter promptly of the date
and time when the first stabilizing purchase is effected and the date and time
when stabilizing is terminated. Each Underwriter agrees that, without the prior
permission of the Representatives, it will not effect any stabilizing purchases.
Each Underwriter agrees that, if stabilizing is effected, it will provide the
Representatives with such information and reports as are required in relation to
such stabilization pursuant to the rules and regulations of the Securities and
Exchange Commission (the "Commission") under the Exchange Act.
10. The provisions of the first paragraph of Section 4 hereof and of the
first sentence of Section 9 hereof will terminate at the close of business on
the thirtieth day after the Underwritten Preferred Securities are released by us
for sale to the public, unless any of such provisions are terminated at such
earlier time as we may determine by notice to that effect sent to each
Underwriter.
11. We may charge against the account of each Underwriter any and all
expenses incurred by us on its behalf and as its Representatives in connection
with the purchase and sale of the Preferred Securities or preparations therefor.
All expenses of a general nature incurred by us shall be borne by the
Underwriters in the same proportions
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as the respective underwriting obligations of the Underwriters. In the event
that the Representatives agree to pay any stock transfer tax or associated
carrying costs and if such tax payment is not rebated on the day of payment and
any portion of such tax payment not rebated (which each Underwriter agrees the
Representatives may agree to do), and in the event such tax payment, pending
such reimbursement, results in any expense to the Representatives, such expense
shall be deemed an expense of a general nature for purposes of the foregoing
sentence. In the event of the failure of any Underwriter to fulfill its
obligations hereunder, the expenses chargeable to such Underwriter pursuant to
this Agreement and not paid, as well as any additional expenses arising from
such default, may be charged against the other Underwriters not so defaulting in
the same proportions as the respective underwriting obligations of such other
Underwriters, without, however, relieving such defaulting Underwriter from its
liability therefor. As Representatives, our ascertainment of all expenses and
apportionment thereof shall be conclusive upon all Underwriters.
We shall not be accountable for interest on funds of any of the
Underwriters at any time in our hands, and any such funds may be held by us
unsegregated from our general funds.
12. As compensation for our services to each of the Underwriters in
connection herewith, each Underwriter agrees to pay us a management fee in an
amount equal to [$____] per share, in respect of the underwriting obligation of
such Underwriter and authorizes us, at our election, to charge its account
therefor.
13. Each of the Underwriters acknowledges that it has received copies of
the documents stated in Section 1(a) of the Underwriting Agreement to have been
filed with the Commission prior to the date of the Underwriting Agreement and
delivered to us for it. The registration statement and prospectus may be
further amended or changed, but no such amendment or change not disapproved by
us shall release any Underwriter hereunder or under the Underwriting Agreement.
14. Each Underwriter which is registered as a dealer or broker under the
Exchange Act represents that it is a member in good standing of the NASD and
that in making sales of Preferred Securities it will comply with the Rules of
Fair Practice of the NASD, including, without limitation, Section 24 of Article
III thereof. Each Underwriter which is not so registered agrees that it will
not offer or sell Preferred Securities in the United States except through us
and that in making sales of Preferred Securities outside the United States it
will comply with the interpretation with respect to Free-Riding and Withholding
of the NASD and with Sections 8, 24, 25 (insofar as such Section applies to
foreign non-members) and 36 of such Article. We will file on behalf of the
several Underwriters with the NASD such required documents and information, if
any, which have been furnished to us for filing pursuant to applicable rules,
statements and interpretations of the NASD.
15. In taking all actions hereunder, except in the performance of our own
obligations hereunder and under the Underwriting Agreement, we shall act only as
Representatives of each of the Underwriters. Nothing contained herein shall
constitute the Underwriters partners or render any of them liable to make
payments otherwise than as herein provided. If for Federal income tax purposes
the Underwriters should be deemed to constitute a partnership, then each
Underwriter elects to be excluded from the application of Subchapter K, Chapter
1, Subtitle A, of the Internal Revenue Code, as amended. Each Underwriter
authorizes the Representatives to use their discretion on behalf of such
Underwriter, to execute such evidence of such election as may be required by the
Internal Revenue Service.
16. We shall be under no liability (except for our own want of good faith
and for obligations expressly assumed by us hereunder) for or in respect of the
validity or value of, or title to, any shares of Preferred Securities; the form
of, or the statements contained in, or the validity of, the registration
statement, any preliminary prospectus, the prospectus, any amendment or
supplement thereto, any document which may be incorporated by reference therein,
or any letters or instruments executed by or on behalf of the Offerors or
others; the form or validity of the Underwriting Agreement or this Agreement;
the delivery of the Preferred Securities; the performance by the Offerors, or
others of any agreement on its or their part; the qualification for sale of the
Preferred Securities or the legality of the Preferred Securities for investment
under the laws of any jurisdiction; or any matter in connection with any of the
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foregoing; provided, however, that nothing in this Section shall be deemed to
relieve us from any liability imposed by the Securities Act of 1933, as amended
(the "Act").
17. (a) Each Underwriter agrees to indemnify, hold harmless and reimburse
each other Underwriter and each person, if any, who controls such other
Underwriter within the meaning of Section 15 of the Act, to the extent, and upon
the terms, that such Underwriter agrees to indemnify, hold harmless and
reimburse the Offerors and certain other persons pursuant to the provisions of
Section 8 of the Underwriting Agreement. This indemnity agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of
such other Underwriter or controlling person or any statement made to the
Commission as to the results thereof.
(b) Each Underwriter agrees to pay, upon our request, as
contribution, its proportionate share, based upon the respective underwriting
obligations of the Underwriters, of any losses, claims, damages or liabilities,
joint or several, under the Act or otherwise, paid or incurred by any
Underwriter (including us, individually or as Representatives of the
Underwriters) to any person other than an Underwriter (including amounts paid by
an Underwriter as contribution), arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
registration statement, any preliminary prospectus, the prospectus, any
amendment or supplement thereto, any document which may be incorporated by
reference therein, or any other selling or advertising material used with the
consent of the Representatives by the Underwriters in connection with the sale
of the Preferred Securities, or arising out of or based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading and (ii) any act or
omission to act or any alleged act or omission to act by us, individually or as
Representatives of the Underwriters, or by the Underwriters, as a group but not
individually, in connection with any transaction contemplated by this Agreement
or undertaken in preparing for the purchase, sale and delivery of the Preferred
Securities; and each Underwriter will pay such proportionate share of any legal
or other expenses reasonably incurred by us or with our consent, in connection
with investigating or defending any such loss, claim, damage or liability, or
any action in respect thereof. In determining the amount of any Underwriter's
obligation under this paragraph, appropriate adjustment may be made by us to
reflect any amounts received by any one or more Underwriters, pursuant to
Section 8 of the Underwriting Agreement or otherwise, in respect of the claim
upon which such obligation is based. In respect of any claim there shall be
credited against the amount of any Underwriter's obligation under this paragraph
any loss, damage, liability or expense which is paid or incurred by such
Underwriter as a result of any such claim being asserted against it, and, if
such loss, damage, liability or expense is paid or incurred by such Underwriter
subsequent to any payment by it pursuant to this paragraph, appropriate
provision shall be made to effect such credit, by refund or otherwise. If any
claim to which the provisions of this paragraph would be applicable is asserted,
we may take such action in connection therewith as we deem necessary or
desirable, including retention of counsel for the Underwriters, and in our
discretion separate counsel for any particular Underwriter or group of
Underwriters, and the fees and disbursements of any counsel so retained by us
shall be included in the amounts of the Underwriter's obligations under this
paragraph. At our discretion, we may consent to being named as the
Representatives of a defendant class of underwriters. Any Underwriter may elect
to retain at its own expense its own counsel and, on advice of such counsel and
with our consent, may settle or consent to the settlement of any such claim. We
may settle or consent to the settlement of any such claim, on advice of counsel
retained by us, with the approval of a majority in interest of the Underwriters.
Whenever any Underwriter receives notice of the assertion of any claim to which
the provisions of this paragraph would be applicable, such Underwriter will give
prompt notice thereof to us. Whenever we receive notice of the assertion of any
such claim, we will give prompt notice thereof to each Underwriter. We also will
furnish each Underwriter with periodic reports, at such times as we deem
appropriate, as to the status of any such claim and the action taken by us in
connection therewith. In the event of the failure of any Underwriter to fulfill
its obligations under this paragraph, such obligations may be charged against
the other Underwriters not so defaulting in the same proportions as the
respective underwriting obligations of such other Underwriters, without,
however, relieving such defaulting Underwriter from its liability therefor. In
determining amounts payable pursuant to this paragraph, any loss, claim, damage,
liability or expense paid or incurred, and any amount received, by any person
controlling any Underwriter within the meaning of Section 15 of the Act which
has been paid or incurred or received by reason of such control relationship
shall be deemed to have been paid or incurred or received by such Underwriter.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
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18. As promptly as may be practicable after termination of all of the
provisions referred to in Section 10 hereof and completion of transactions under
Section 9 hereof, any shares of Preferred Securities held by us for the account
of any Underwriter shall be delivered by us to such Underwriter, and the net
credit or debit balance of each Underwriter shall be paid to it or collected
from it by us, but we may establish such reserves as we may deem advisable
against any expenses or claims not then ascertained. If at such termination the
aggregate number of shares of Preferred Securities so held by us does not exceed
15% of the aggregate underwriting obligation of the Underwriters, we may in our
discretion sell such securities for the accounts of the several Underwriters at
such prices, on such terms and in such manner as we may determine. Any
Preferred Securities which are held by us for the account of any Underwriter by
reason of a default by a dealer or other purchaser in respect of the purchase
thereof pursuant to a sale under Section 3 hereof shall, in our discretion, be
purchased from time to time by the Underwriters in the same proportions, as
nearly as may be practicable, as the respective numbers of Preferred Securities
theretofore contracted for sale thereunder to dealers or other purchasers, as
the case may be, for the respective accounts of the Underwriters, at the net
price at which such Preferred Securities were contracted for sale to such dealer
or other purchaser, and we are authorized to make appropriate charges and
credits to the respective accounts of the Underwriters for this purpose.
Notwithstanding any distribution and settlement of accounts hereunder, each
Underwriter shall remain liable for its proper proportion of any transfer tax or
any other liability which may be asserted against us or any one or more of the
Underwriters in respect of this Agreement or the Underwriting Agreement based
upon the claim that the Underwriters constitute a partnership, an association,
an unincorporated business or other separate entity.
19. Any notice to any Underwriter shall be deemed to have been duly given
if mailed, sent by telex or facsimile transmission or delivered in person to
such Underwriter at the address set forth in its Underwriters' Questionnaire or
telex or facsimile transmission constituting such Questionnaire. Any such
notice shall take effect upon receipt thereof.
20. This Agreement shall be governed by and construed in accordance with
the laws of the State of Arkansas.
21. This Agreement may be signed in any number of counterparts, each of
which shall be deemed an original, which taken together shall constitute one and
the same instrument.
Please confirm that the foregoing is in accordance with your understanding
by signing a counterpart hereof as indicated below.
Very truly yours,
XXXXXXXX INC.
XXXXXX XXXXXX & COMPANY, INC.
By:
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Authorized Representative, Xxxxxxxx Inc.
ACCEPTED AND CONFIRMED AS OF THE DATE FIRST WRITTEN ABOVE:
By:
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Attorney-in-fact for each of the several
Underwriters named in Schedule I to the
Underwriting Agreement.
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