Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms (a) The Company and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the each Selling Shareholders Shareholder hereby agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price II hereto opposite its name at $[•] per American Depositary Share shall be $19.25. The (the “Purchase Price”). (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby also agrees and the Selling Shareholders agree to sell to the UnderwritersUnderwriters the Additional Shares, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 4,500,000 Additional Shares at the Purchase Price. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase price per Share date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm SharesShares nor later than ten (10) business days after the date of such notice. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. . (i) The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending one hundred eighty (180) days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, American Depositary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or American Depositary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or American Depositary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares, American Depositary Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Ordinary Shares, American Depositary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or American Depositary Shares (other than a registration statement on Form S-8). The restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) transactions by a Selling Shareholder relating to Ordinary Shares, American Depositary Shares or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares, American Depositary Shares or other securities acquired in such open market transactions, (iii) the issuance by the Company of Ordinary Shares issuable upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that has been described in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, provided such recipients shall agree in writing for the benefit of the Underwriters, in form and substance satisfactory to the Representatives, to be subject to restrictions identical to those contained in the preceding paragraph, or (iv) the grant or issuance by the Company of options, shares, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under its equity plans in existence as of the date hereof and the shares or other securities issued upon exercise or conversion of any of the foregoing, provided such recipients shall agree in writing for the benefit of the Underwriters, in form and substance satisfactory to the Representatives, to be subject to restrictions identical to those contained in the preceding paragraph. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive such extension in writing. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. (ii) Additionally, the Company agrees that, without the prior written consent of the Representatives, it will not waive any lock-up provisions of any agreements between the Company and any of its stockholders or release any of its stockholders from lock-up agreements between the Company and such stockholders prior to the expiration of the terms of such lock-up provisions or agreements.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 the Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwritersand, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 [______] per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 the Additional Shares at the purchase price per Share for the Firm SharesShare. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once. No Additional Shares will be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Agreements to Sell and Purchase. Upon The Company and the terms and conditions set forth herein, (i) the Company agrees Selling Shareholder hereby agree to issue and sell an aggregate of 1,600,000 4,761,905 Firm Shares to the several Underwriters at a price of $17.67 per share (the “Purchase Price”), and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriterseach Underwriter, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Shareholder at a purchase price of $18.095 per Share (the “purchase price per Share”), Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto. The public offering price per Share shall be $19.25. The Company Moreover, the Selling Shareholder hereby also agrees to sell up to the total number of Additional Shares to the Underwriters at the Purchase Price, and the Underwriters, and, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days from (but not the date of the Prospectus obligation) to purchase from the Company purchase, severally and not jointly, up to 240,000 the total number of Additional Shares at the Purchase Price. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase price per Share date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm SharesShares or later than ten business days after the date of such notice. The Additional Shares may be purchased by the Underwriters solely for the purpose of covering over-allotments, if any, over‑allotments made in connection with the offering Offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms Each Selling Shareholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at U.S. $________ a purchase price of $18.095 per Share share (the “purchase price per Share”), "Purchase Price") the number respective numbers of Firm Shares set forth in Schedule II opposite the name of such Underwriter Underwriters. On the basis of the representations and warranties contained in Schedule I hereto. The public offering price per Share shall be $19.25. The this Agreement, and subject to its terms and conditions, the Company hereby also agrees to sell to the UnderwritersUnderwriters the Additional Shares, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 241,755 Additional Shares at the purchase price per Share for Purchase Price. If the Firm SharesRepresentatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (including pursuant to Rule 144). The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) grants by the Company of options to purchase Common Stock under its current stock option plans or the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. In addition, each Selling Shareholder, agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm 15,000,000 Shares to the several Underwriters at a price of $8.832 per share (the “Purchase Price”), and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares basis of the representations and warranties herein contained, but subject to the Underwritersconditions herein set forth, each Selling Shareholders selling agrees, severally and not jointly, to purchase from the Company at the Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Selling Shareholder’s name on Underwriter set forth in Schedule II I annexed hereto. Upon Moreover, the Company hereby agrees to issue and sell up to 2,250,000 Additional Shares to the Underwriters at the Purchase Price less an amount per share equal to any cash dividend declared and payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares, and the Underwriters, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, shall have the right (but not the obligation) to purchase, severally and not jointly, up to the Additional Shares at the Purchase Price less an amount per share equal to any cash dividend declared and payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I annexed hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number respective numbers of Firm Shares set forth in Schedule I hereto opposite such Selling Shareholder’s its name on Schedule II heretoat a net purchase price of $20.68 per share (the “Purchase Price”) (being the Public Offering Price (as defined below) net of an underwriting commission of $1.32 per share. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 600,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $39.5650 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Shareholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,284,593 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least two business days after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at $____ a purchase price of $18.095 per Share share (the “purchase price per Share”), "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders named in Part B of Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees hereto agree to sell to the UnderwritersUnderwriters the Additional Shares, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 600,000 Additional Shares at the purchase price per Share for Purchase Price. If you, on behalf of the Firm SharesUnderwriters, elect to exercise such option, you shall so notify the Company and the Selling Stockholders in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (PROVIDED that such shares or securities are either now owned by such Seller or are hereafter acquired prior to or in connection with the offering of Common Stock described herein) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. In addition, each Selling Stockholder, agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $20.79 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Selling Stockholder agrees to sell to the Underwriters the Additional Shares (solely to cover over-allotments, if any), and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,790,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering the option to purchase Additional Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased (solely for the purpose of covering to cover over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares ) (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Additional Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Additional Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $28.8132 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, as a Selling Stockholder, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 900,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, each Selling Stockholder agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the restrictions contained in any agreement in the form of Exhibit A hereto entered into by such Selling Stockholder with the Underwriters. The restrictions contained in the three preceding paragraphs shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security granted under employee stock plans existing on the date hereof or otherwise outstanding on the date hereof, grants of employee stock options or restricted stock in accordance with the terms of a plan in effect on the date hereof, (c) the filing of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof, (d) the issuance by the Company of up to the number of shares representing 15% of the total number of outstanding shares of the Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) in connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions, provided that the acquiree of any such shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) so issued enters into an agreement in the form of Exhibit A hereto with respect to such shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) for the remainder of the 90 day restricted period, (e) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (f) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (g) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the Selling Stockholder or his/her immediate family, (h) transfers of shares of Common Stock or any security convertible into Common Stock by testate or intestate succession, (i) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners, members or stockholders of the Selling Stockholder or transfers to any corporation, partnership or other business entity that is a direct or indirect affiliate of the Selling Stockholder, (j) transfers of shares to any corporation, partnership or other business entity with whom the Selling Stockholder shares in common an investment manager or advisor, in each case who has investment discretionary authority with respect to the Selling Stockholder’s and such entity’s investments pursuant to an investment management, investment advisory or similar agreement; provided that in the case of any transfer or distribution pursuant to clause (f) through (j), (x) each donee, distributee or transferee shall enter into a written agreement accepting the restrictions set forth in the three preceding paragraphs and this paragraph as if it were a Selling Stockholder and (y) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90 day restricted period, or (k) the transfers of shares of Common Stock made under a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1 Trading Plan”) which 10b5-1 Trading Plan is in existence on the date hereof or (ii) the establishment of a 10b5-1 Trading Plan for the transfer of shares of Common Stock, provided that such 10b5-1 Trading Plan does not provide for the transfer of Common Stock during the restricted period. For purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm 4,200,000 Shares to the Underwriters Underwriter at a price of $4.09 per share (the “Purchase Price”), and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the UnderwritersUnderwriter, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, each Underwriter agrees, severally and not jointly, agrees to purchase from the Company and at the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), Purchase Price the number of Firm Shares set forth opposite the name of such the Underwriter set forth in Schedule I hereto. The public offering price per Share shall be $19.25. The Moreover, the Company hereby also agrees to issue and sell up to 630,000 Additional Shares to the Underwriters, andUnderwriter at the Purchase Price and the Underwriter, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days from (but not the date of the Prospectus obligation) to purchase from the Company up to 240,000 the Additional Shares at the Purchase Price. The Underwriter may exercise this right on its own behalf in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriter and the date on which such shares are to be purchased. Each purchase price per Share date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm SharesShares or later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter, severally and not jointly, the Underwriter agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears specified in the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectusexercise notice.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereto opposite its name at $______ a share (the "Purchase Price"). The public offering price per Share shall be $19.25. The On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby also agrees to sell to the UnderwritersUnderwriters up to ____ Additional Shares, andthe Selling Shareholder agrees to sell to the Underwriters up to 75,000 Additional Shares, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 _______________ Additional Shares at the purchase price per Share for Purchase Price. If you, on behalf of the Firm SharesUnderwriters, elect to exercise such option, you shall so notify the Sellers in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, Seller agrees to purchase sell to the Underwriters in the aggregate the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased as the maximum of Additional Shares to be sold by such Seller bears to [insert maximum number of Additional Shares], and each Underwriter agrees, severally and not jointly, to purchase from each Seller the Underwriter number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased from such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, the Selling Shareholder, agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, he will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 [ ] Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 [ ] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus Offering Circular to purchase from the Company up to 240,000 340,909 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the ProspectusOffering Circular, but no more than once.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the Company at (i) the Company agrees $24.5000 a share for 5,260,000 Shares sold to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters institutional investors and (ii) $24.2125 a share for 23,740,000 Shares sold to other investors (in each case, the Selling Shareholders agree “Purchase Price”) the number of Firm Shares (subject to sell an aggregate 170,084 such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Underwriters, each Selling Shareholders selling Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 4,350,000 Additional Shares at the applicable Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right in whole or from time to time in part by giving written notice to the Company on or before December 2, 2019; provided that the Underwriters may not exercise such right more than two times on or before such date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Unless otherwise agreed among the terms Underwriters and conditions set forth hereinthe Company, (1) for any such written notice provided before the closing date for the Firm Shares, the purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares and (2) for any such written notice provided after the closing date for the Firm Shares, the purchase date must be at least three business days after the written notice is given and, in each case, not later than December 6, 2019. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within Company hereby agrees that, without your prior written consent, it will not, during the period ending 30 days after the date of this Agreement, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise dispose of, directly or indirectly, any securities of the ProspectusCompany which are substantially similar to the Shares and the Preferred Shares, including any securities that are convertible into or exchangeable for, or that represent rights to receive, the Shares or the Preferred Shares or securities that are substantially similar to the Shares or the Preferred Shares, or file any registration statement with the Commission relating to the offering of any such securities; provided, however, that the foregoing shall not apply to the Shares and the Preferred Shares.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at $________ a purchase price of $18.095 per Share share (the “purchase price per Share”), "Purchase Price") the respective number of Firm Shares set forth in Schedule I and II hereto opposite the name of such Underwriter Underwriter. Notwithstanding the foregoing, it is understood that if any employees of the Company or any of its subsidiaries are purchasing Shares in Schedule I hereto. The public offering Canada in the Employee Directed Offer (as defined in the Registration Statement), such Shares (the "Canadian Employee Shares") will be sold directly by the Company to such employees at a price per Share shall be $19.25. The Company hereby also agrees to sell share (the "Canadian Employee Purchase Price") equal to the Underwriters, and, upon Public On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to issue and sell to the U. S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 3,000,000 Additional Shares at the purchase price per Share for Purchase Price. If the Firm SharesU.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterU.S. Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of such U.S. Underwriter in Schedule I hereto bears to the total number of U.S. Firm Shares. The over-allotment option to purchase Additional Shares may to be exercised at any time within 30 purchased by the U.S. Underwriters hereunder and the U.S. Firm Shares are hereinafter collectively referred to as the "U.S. Shares." The Company hereby agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of any Shares to the Underwriters to be sold hereunder, (B) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security described in the Prospectus, (C) the grant of the Rollover Stock Options (as defined in the Registration Statement), (D) the grant of options to purchase Common Stock under the Company's 1996 Equity Incentive Plan and (E) the issuance by the Company of any shares of Common Stock pursuant to the Company's 1996 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters 9,000,000 Shares, and (ii) the each Selling Shareholders agree Stockholder, severally and not jointly, hereby agrees to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling ShareholderStockholder’s name on in Schedule II I hereto. Upon , to the several Underwriters at a price of $13.02 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, each Underwriter hereby agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder at the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Managers may determine) set forth opposite the name of such Underwriter set forth in Schedule I heretoII hereto that bears the same proportion to the number of Firm Shares to be sold by each such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The public offering price per Share shall be $19.25. The Moreover, the Company hereby also agrees to issue and sell up to 1,590,096 Additional Shares to the Underwriters at the Purchase Price and the Underwriters, and, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days from (but not the date of the Prospectus obligation) to purchase from the Company purchase, severally and not jointly, up to 240,000 the Additional Shares at the Purchase Price. The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase price per Share date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm SharesShares or later than ten business days after the date of such notice. The Additional Shares may be purchased by the Underwriters solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Managers may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The overEach Selling Stockholder agrees to comply with the terms and conditions of the “lock-allotment option up” agreement that it has previously entered into and delivered to purchase Additional the Managers on or before the date hereof, which “lock-up” agreement was executed in substantially the form of Exhibit D hereto. Each Selling Stockholder agrees to advise the Managers promptly, and if requested by the Managers, confirm such advice in writing, so long as delivery of a prospectus relating to the Shares by an underwriter or dealer may be exercised at required under the Securities Act, any time within 30 days after change in information contained in the date Registration Statement, the Time of Sale Prospectus or the ProspectusProspectus that relates to such Selling Stockholder.

Agreements to Sell and Purchase. Upon the terms (a) Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares basis of the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, each Selling Shareholders selling agrees, severally and not jointly, to purchase from such Seller at $[•] per American Depositary Share (the “Purchase Price”) the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II hereto. Upon II-B. (b) On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 6,750,000 Additional Shares at the Purchase Price. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. . (i) The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, American Depositary Shares beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Ordinary Shares or American Depositary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or American Depositary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares, American Depositary Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Ordinary Shares, American Depositary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or American Depositary Shares. The restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (iii) the grant by the Company of options under its stock option plans or the issuance by the Company of Ordinary Shares or American Depositary Shares upon the exercise of such options or pursuant to its employee stock purchase plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. (ii) Additionally, the Company agrees that, without the prior written consent of the Representatives, it will not waive any lock-up provisions of any agreements between the Company and any of its stockholders or release any of its stockholders from lock-up agreements between the Company and such stockholders prior to the expiration of the terms of such lock-up provisions or agreements.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at $_______ a purchase price of $18.095 per Share share (the “purchase price per Share”), "Purchase Price") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto. The public offering price per Share shall be $19.25. The this Agreement, and subject to its terms and conditions, the Company hereby also agrees and the Additional Selling Stockholder agree to sell to the UnderwritersUnderwriters the Additional Shares, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 577,500 Additional Shares of which 296,820 shares are to be issued and sold by the right for Company and 280,680 shares are to be sold by the Additional Selling Stockholder at the Purchase Price. If the option is exercised as to only a portion of the Additional Shares, each of the Company and the Additional Selling Stockholder will sell its pro rata portion of the Additional Shares to be purchased by the Underwriters. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days from after the date of this Agreement, which notice shall specify the Prospectus to purchase from the Company up to 240,000 number of Additional Shares at to be purchased by the purchase price per Share for Underwriters and the Firm Sharesdate on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Stockholder, agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon the terms Each Selling Stockholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from such Selling Stockholder (i) at $[*] a Share (the Company "Share Purchase Price") and (ii) at $[*] a Warrant (the Selling Shareholders at a purchase "Warrant Purchase Price") (such Warrant Purchase Price representing the Share Purchase Price less the exercise price of $18.095 .50 per Share Warrant (the “purchase price per "Warrant Exercise Price") for each Warrant Share”), the number of Firm Shares set forth opposite or Warrants, as the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares case may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional shares) determine), that bears the same proportion to the number of Firm Shares or Warrants, as the case may be, to be sold by such Selling Stockholder as the number of Firm Shares and Warrants, respectively, set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares and Warrants, respectively. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, KKR Associates agrees to sell to the Underwriters the Additional Shares and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 2,000,000 Additional Shares at the Share Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify KKR Associates in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriter as Underwriters and the number of Firm Shares set forth opposite the name of date on which such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares are to be purchased. Such date may be exercised at any time within 30 days after the date of the Prospectus.be

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Company Shares to the Underwriters, and each Selling Shareholders selling Shareholder, severally and not jointly, hereby agrees to sell to the Underwriters the number of Firm Shareholder Shares set forth opposite such Selling Shareholder’s 's name on Schedule II hereto. Upon Each of the Underwriters, upon the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, each Underwriter agrees, severally and not jointly, to purchase from the Company and the such Selling Shareholders at a purchase price per share of $18.095 per Share _____ (the “purchase price per Share”"Purchase Price"), the respective number of Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Shareholders as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I heretobears to the total number of Firm Shares. The public offering price per Share shall be $19.25. The Company hereby also On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters, and, upon Underwriters the basis of Option Shares held by such Selling Shareholders which the representations, warranties Underwriters have exercised their option to purchase and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days to purchase, severally and not jointly, up to 480,000 Option Shares from the date 3 UNTERBERG HARRIS WHEAT FIRST BUTCHER SINGER As Representatives of the Prospectus several underwriters November __, 1997 Page 3 Selling Shareholders at the Purchase Price. Each Selling Shareholder shall sell the number of Option Shares the Underwriters have exercised their option to purchase from (subject to such adjustments to eliminate fractional shares as the Company Representatives may determine) up to 240,000 Additional the number of Option Shares at set forth opposite the purchase price per Share for the Firm Sharesname of such Selling Shareholder on Schedule II. The Additional Option Shares may be purchased solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Option Shares in whole or in part from time to time by giving written notice thereof to each of the Selling Shareholders within 30 days after the date of the Prospectus. The Representatives shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Option Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given, and (iii) unless otherwise agreed to by the Selling Shareholders, no earlier than two business days after such notice has been given. If any Additional Option Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholders the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that which bears the same proportion to the total number of Additional Option Shares the Underwriters have exercised their option to be purchased by purchase from the Underwriter Selling Shareholders as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 statement on Form S-8 under the Act until 90 days after the date Effective Date. In addition, the Company agrees to use its best efforts to cause each of the Prospectusdirectors, executive officers and shareholders of the Company listed on Annex I hereto to sign the Lock-Up Agreement.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares basis of the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, each Selling Shareholders selling agrees, severally and not jointly, to purchase from the Company at $15.55 a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 249,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of W▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the Company or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance of Common Stock pursuant to the Company’s dividend reinvestment plan, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify W▇▇▇▇ of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters through you, as its exclusive sales agent, and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties warranties, covenants and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinof this Agreement, each Underwriter agreesyou shall sell to the public on behalf of the Company, severally 1,000,000 Shares on a “best efforts all or none” basis and not jointly, up to purchase from the Company and the Selling Shareholders an additional 333,334 Shares on a “best efforts” basis at a purchase price of $18.095 per Share (the “purchase price 6.00 per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees shall pay to sell you a commission of $0.48 for each Share sold. You shall use your best efforts to the Underwriters, and, upon the basis effect sales of the representations, warranties and agreements such Shares for a period of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 ninety (90) days from the date hereof, subject to extension at your option for an additional ninety (90) days (the “ Offering Period ”). If a minimum of 1,000,000 Shares have not been sold and the proceeds have not been placed in escrow with the Escrow Agent (as defined below) during the Offering Period and the American Stock Exchange (“ AMEX ”) has not confirmed that the Shares will be listed on AMEX, this Agreement shall terminate at the expiration of such period and the Escrow Agent (as defined below) shall promptly refund to each person who has subscribed for any of the Prospectus Shares the full amount paid by such person, without deduction and without interest, and neither party to purchase from this Agreement shall have any obligation to the other party hereunder, except as hereinafter provided. The Company and you shall make appropriate arrangements for the prompt deposit in escrow with Signature Bank (the “ Escrow Agent ”), of all monies received in payment for the Shares. All escrow fees and expenses shall be paid by the Company. The escrow agreement (the “ Escrow Agreement ”) shall make appropriate provision for refunds to subscribers for the Shares as set forth above and if at least 1,000,000 Shares are sold during the Offering Period and AMEX has confirmed that the Shares will be listed on AMEX, for payment to the Company up by the Escrow Agent of an amount equal to 240,000 Additional the public offering price of the Shares less the amounts required to be paid to you pursuant to this Section 2. The Underwriters will offer the Shares for sale at the purchase initial public offering price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite on the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date cover of the Prospectus.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, The Company hereby agrees with each Initial Purchaser as follows: (ia) the The Company agrees to issue sell to each Initial Purchaser, and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriterseach Initial Purchaser, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements covenants of the Company and the Selling Shareholders herein contained and contained, but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders number of Units (the “Firm Securities”) set forth opposite such Initial Purchaser’s name under the heading “Number of Securities” on Schedule II hereto at a purchase price of $18.095 9.63 per Share Unit (the “purchase price per SharePurchase Price”), which reflects the number Initial Purchasers’ discount of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto$0.37 per Unit. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the UnderwritersIn addition, and, upon on the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have Company hereby grants an option to the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterInitial Purchasers, severally and not jointly, agrees to purchase up to an additional 1,512,400 Units (the “Option Securities” and collectively with the Firm Securities, the “Securities”) at a purchase price of $9.40 per Unit (the “Option Purchase Price”), which reflects the Initial Purchasers’ discount of $0.60 per Unit less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by CF&Co. to the Company setting forth the number of Additional Shares (subject Option Securities as to which the several Initial Purchasers are then exercising the option and the time and date of payment and delivery for such adjustments Option Securities. Any such time and date of delivery shall be determined by CF&Co., but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Date, as you may determine hereinafter defined. If the option is exercised as to avoid fractional shares) all or any portion of the Option Securities, each of the Initial Purchasers, acting severally and not jointly, will purchase that bears the same proportion to of the total number of Additional Shares to be Option Securities then being purchased by the Underwriter as which the number of Firm Shares Securities set forth in Schedule II opposite the name of such Underwriter in Schedule I hereto Initial Purchaser bears to the total number of Firm SharesSecurities, subject in each case to such adjustments as CF&Co. in its discretion shall make to eliminate any sales or purchases of fractional Units. On the Closing Date (as defined below), as a commission and for no consideration, the Company will also issue an aggregate of 174,000 Units (the “Commission Units”) to the several Initial Purchasers. Each Initial Purchaser will be issued that proportion of the total number of Commission Units which the number of Firm Securities set forth in Schedule II opposite the name of such Initial Purchaser bears to the total number of Firm Securities set forth in Schedule II. The over-allotment option Company agrees to purchase Additional Shares may enter into an agreement with the Initial Purchasers providing for piggyback and demand registration rights in respect of the Commission Units (the “Initial Purchaser Registration Rights Agreement”). (b) Payment for the Firm Securities shall be exercised at made by wire transfer in immediately available funds to the account specified by the Company to the Initial Purchasers on November 21, 2006, or such other date, not later than the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any time within 30 days given day) Business Day after the date hereof, as the Initial Purchasers and the Company may agree upon in writing, or in the case of the ProspectusOption Securities, on the date and time specified by the Initial Purchasers in the written notice of the Initial Purchasers’ election to purchase Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date” and the time and date of such payment for Option Securities is referred to herein as an “Additional Closing Date.” As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City. The Securities shall be in definitive form or global form, as specified by the Initial Purchasers, and registered in such names and in such denominations as the Initial Purchasers shall request in writing not later than two full business days prior to the Closing Date. The Firm Securities shall be delivered to you on the Closing Date, with any transfer taxes payable in connection with the transfer of the Firm Securities to the Initial Purchasers duly paid, against payment of the Purchase Price therefore plus accrued interest, if any, to the date of payment and delivery. The specified number of Option Securities shall be delivered to you on any Additional Closing Date, with any transfer taxes payable in connection with the transfer of the Option Securities to the Initial Purchasers duly paid, against payment of the Option Purchase Price therefore plus accrued interest, if any, to the date of payment and delivery.

Agreements to Sell and Purchase. Upon (a) On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions set forth hereinhereof, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Company, at a purchase price equal to 94.5% of $18.095 per Share (the “purchase price per Share”)principal amount thereof, the number respective aggregate principal amounts of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The . (b) On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions hereof, (i) the Company hereby also agrees to issue and sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days right, from time to time (subject to the date last sentence of the Prospectus Section 4(b)) to purchase from the Company Company, severally and not jointly, up to 240,000 the aggregate number of Additional Shares Notes at the a purchase price per Share for equal to 94.5% of the Firm Sharesprincipal amount thereof. The Additional Shares Notes may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SharesNotes. If any Additional Shares Notes are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number aggregate principal amount of Additional Shares Notes (subject to such adjustments to eliminate fractional Notes as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares Notes to be purchased by the Underwriter as the number of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. Notes. (c) The over-allotment option Company is advised by the Representatives that the Underwriters propose to purchase Additional Shares may be exercised at any time within 30 days make a public offering of their prospective portions of the Notes as soon after the Registration Statement and this Agreement become effective as in the Representatives' judgment is advisable. (d) The Company covenants and agrees that it will not, for a period of 180 days following the date this Agreement becomes effective, without the prior, written consent of Advest, Inc. on behalf of the ProspectusUnderwriters, offer, pledge, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company), directly or indirectly, or announce the offering of, any other shares of capital stock of the Company or any securities or options convertible into, or exchangeable or exercisable for, shares of capital stock (other than the Notes); PROVIDED, HOWEVER, that the Company may grant options and may issue and sell shares of capital stock pursuant to any employee stock option plan, employee share purchase plan, stock ownership plan or dividend reinvestment plan of the Company that was approved by the Board of Directors of the Company prior to the date this Agreement becomes effective, and the Company may issue shares of capital stock issuable upon the conversion of securities or the exercise of warrants outstanding at the time this Agreement becomes effective.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from such Seller at the Company and Share Offer Price (as defined below) the Selling Shareholders at a purchase price number of $18.095 per Share Firm Shares (subject to such adjustments to eliminate fractional shares as the “purchase price per Share”), Global Coordinators may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I hereto. The public offering price per Share shall be $19.25. The this Agreement, and subject to its terms and conditions, the Company hereby also and each of the Selling Shareholders agrees to sell to the Underwritersseveral Underwriters the Additional Shares, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 an aggregate of 1,406,250 Additional Shares at the purchase price per Share for Offer Price. If MSIL, after consultation with SBIL, elects to exercise such option on behalf of the Firm SharesUnderwriters, MSIL shall so notify the Company and the Selling Shareholders in writing not later than 30 days after the Closing Date, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased (the "OPTION CLOSING DATE"). The Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase (a) first the number of Additional Shares to be purchased from the Company (subject to such adjustments to eliminate fractional shares as you the Global Coordinators may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by from the Underwriter Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares, and (b) then the number of remaining Additional Shares to be purchased from the Selling Shareholders (subject to such adjustments to eliminate fractional shares as the Global Coordinators may determine) that bears the same proportion to the total number of remaining Additional Shares to be purchased from the Selling Shareholders as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of the Global Coordinators on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of its common stock or any securities convertible into or exercisable or exchangeable for its common stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of its common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of common stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) transactions by any person other than the Company relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) transfers of shares of common stock or other securities by any person other than the Company to the Company or any of its subsidiaries pursuant to any purchase rights under the Company's share purchase and share option plans, (E) the issuance by the Company of shares of its common stock to employees of the Company or its subsidiaries, or to subsidiaries of the Company, pursuant to its existing share purchase plans described in the Prospectus and (F) the grant of options to purchase shares of its common stock pursuant to its share option plan. In addition, each Selling Shareholder, agrees that, without the prior written consent of the Global Coordinators on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock, which consent is hereby given for any action taken in connection with its rights and obligations under the warrants registration rights agreement among the Company and The Chase Manhattan Bank, as Warrant Agent.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein covenants contained in this Agreement, and subject to all the terms and conditions set forth contained herein, the Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the aggregate number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto, subject to adjustment in Schedule I heretoaccordance with Section 7 hereof, at a purchase price of $48.50 per share. The initial public offering price per Share shall be $19.25of the Shares is not in excess of the price recommended by UBS Warburg LLC, acting in its capacity as a "qualified independent underwriter" within the meaning of Rule 2720 ("RULE 2720") of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the "QIU"). The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine; provided that, in the event the public offering price is increased, such public offering price is not in excess of the price recommended by the QIU. In addition, the Company hereby also agrees to sell grants to the Underwritersseveral Underwriters the option to purchase, and, and upon the basis of the representations, warranties and agreements of the Company herein contained covenants, and subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days to purchase, severally and not jointly, from the date Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares as may be purchased solely for the purpose of covering necessary to cover over-allotments, if any, allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. If This option may be exercised by UBS Warburg LLC, acting in its capacity as an underwriter and not in its capacity as the QIU ("UBS WARBURG") and Salomon Smith Barney Inc. ("SALOMON") together, on behalf of the sev▇▇▇▇ ▇▇▇▇▇▇▇▇t▇▇▇ ▇▇ any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be purchaseddelivered (such date and time being herein referred to as the "additional time of purchase"); provided, each Underwriterhowever, severally and that the additional time of purchase shall not jointly, agrees to be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares (subject to such adjustments as you may determine be sold to avoid fractional shares) that each Underwriter shall be the number which bears the same proportion to the total aggregate number of Additional Shares to be being purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I A hereto bears to the total number of Firm Shares. The over-allotment option Shares (subject, in each case, to purchase Additional Shares such adjustment as you may be exercised at any time within 30 days after the date of the Prospectusdetermine to eliminate fractional shares), subject to adjustment in accordance with Section 7 hereof.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $19.3734 a share (iother than the Novartis Shares, which shall be purchased at $20.61 per Novartis Share if confirmed for purchase in writing by Novartis as described below) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. It is understood and agreed that the Novartis Shares will initially be reserved for offer and sale to Novartis upon the terms and subject to the conditions set forth in this Agreement and the Prospectus and will be sold to Novartis at $20.61 per Novartis Share if such Novartis Shares are confirmed for purchase in writing by Novartis as provided in Section 6(m) of this Agreement. Any Novartis Shares that are not confirmed for purchase in writing by Novartis as provided in Section 6(m) of this Agreement may be purchased from the Company at $19.3734 a share and offered to the public as set forth in the Prospectus. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, certain of the Selling Stockholders agree to sell to the Underwriters up to the number of Additional Shares set forth opposite such Selling ShareholderStockholder’s name on Schedule II I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,130,387 Additional Shares at $19.3734 a share. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Any such election to purchase Additional Shares shall be made in proportion to the maximum number of Additional Shares to be sold by each Selling Stockholder as set forth on Schedule I hereto. Upon the basis of the representationsOn each day, warranties and agreements of the Company and the Selling Shareholders herein contained and subject if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days Company hereby agrees that, without the prior written consent of M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period beginning on the date of the Prospectus through and including the 90th day after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except as may be required pursuant to the terms of the Amended and Restated Stockholders’ Agreement, dated as of July 24, 2004 (the “Stockholders’ Agreement”). The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) grants of equity awards under the Company’s equity incentive plans, (c) the issuance of Common Stock by the Company to Novartis in accordance with the terms of the Amended and Restated Stockholders’ Agreement, or (c) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $[·] a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Stockholder set forth in Schedule I as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Selling Stockholders agree to sell to the Underwriters the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [·] Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 calendar days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares and each Selling Stockholder agrees, severally and not jointly, to sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Stockholder bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company and each Selling Stockholder hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, except as provided in the succeeding paragraph, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder with respect to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii) above. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) grants by the Company of employee stock options or restricted stock pursuant to the terms of a plan in effect on the date hereof of which the Underwriters have been advised in writing or (E) the filing by the Company of any registration statement with the Commission on Form S-8 relating to the offering of securities pursuant to the terms of a plan in effect on the date hereof of which the Underwriters have been advised in writing. In addition, each Selling Stockholder agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock or warrants or other rights to purchase Common Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the period ending 90 days after the date of the Prospectus, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the period ending 90 days after the date of the Prospectus, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period ending 90 days after the date of the Prospectus, the restrictions imposed by the previous paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company The Fund hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares basis of the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, each Selling Shareholders selling agrees, severally and not jointly, to purchase from the number Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite such Selling Shareholder’s its name on Schedule II heretoat $24.202 a share (the “Purchase Price”). Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 427,500 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and paid or payable on the Firm Shares, but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Fund hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, Citigroup Global Markets Inc., UBS Securities LLC and RBC Capital Markets, LLC on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, other than a registration statement allowing for delayed offerings of Common Shares pursuant to Rule 415 of the Rules and Regulations, provided that no such registration statement may be filed until November 11, 2013, provided further that no offers or sales from such registration statement may be made during the 60-day restricted period. Notwithstanding the foregoing, if (x) during the last 17 days of the 60-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 60-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, Citigroup Global Markets Inc., UBS Securities LLC and RBC Capital Markets, LLC on behalf of the Underwriters, and each individual subject to the restricted period pursuant to the lock up letters described in paragraph 7(i) with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 the Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwritersand, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 $ per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 675,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the UnderwritersUnderwriter, andand the Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, the Underwriters shall have the right for 30 days from the date of the Prospectus agrees to purchase from the Company the Firm Shares at $14.21 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriter the Additional Shares, and the Underwriter shall have the right to purchase up to 240,000 720,000 Additional Shares at the Purchase Price. You may exercise this right in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by you and the date on which such shares are to be purchased. Each purchase price per Share date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm SharesShares (the “Closing Date”) nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter, severally and not jointly, agrees you agree to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by on such Option Closing Date as specified in the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Sharesapplicable exercise notice. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without your prior written consent, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock or embedded options under its employee stock purchase plan as in effect on the date hereof or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) the grant of any options by the Company pursuant to its benefit plans in effect on the date hereof or (D) the issuance by the Company of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with any licensing, collaboration or similar strategic arrangement; provided that, (x) with respect to clauses (B) and (C), no such options shall be exercisable within such 90-day restricted period and (y) with respect to clause (D), prior to the issuance of any such shares of Common Stock or other securities, the Company shall cause the recipient of such shares or other securities to execute and deliver to you a form of “lock-up” agreement substantially in the form of Exhibit A attached hereto.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[ ] a share (ithe "PURCHASE PRICE") the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Sellers other than Madison Capital Funding LLC, severally and not jointly, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,847,417 Additional Shares in the aggregate at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth on Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company and each Seller hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) in the case of the Company, file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (c) grants, issuances or exercises under any existing employee benefit plan of the Company, (d) the filing of a registration statement on Form S-8 relating to shares of Common Stock, (e) the issuance of Common Stock, or securities exercisable or convertible into Shares of Common Stock, by the Company in connection with the acquisition of, or joint venture with, another company, (f) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (g) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift, (h) transfers by a Selling Stockholder to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held, directly or indirectly, by such Selling Stockholder, or (i) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners, members or stockholders of the Selling Stockholders; provided that in the case of any transfer or distribution pursuant to clause (g), (h) or (i): (i) each, recipient, donee or distributee (other than charitable organizations) shall enter into a lock-up letter substantially in the form of Exhibit A hereto and (ii) no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period absent a legal requirement to make such filing. In addition, each Selling Stockholder agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, provided that a Selling Stockholder may issue to the Company a demand pursuant to the Stockholder Agreement of the Company so long as no registration statement is filed during such 90-day period. Each Selling Stockholder severally and not jointly consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Upon Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $59.9625 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Shareholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Selling Shareholders named in Schedule IV hereto agree to sell to the Underwriters, severally and not jointly, and the Underwriters shall have the right to purchase, severally and not jointly, up to 3,750,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to (i) any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares plus (ii) any withholding required by law. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least two business days after the terms written notice is given and conditions set forth hereinmay not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase On each Option Closing Date, the number of Additional Shares to be purchased from each Selling Shareholder by the Underwriters shall equal the number of Additional Shares to be purchased from the Selling Shareholders collectively multiplied by the fraction obtained by dividing the number of Additional Shares to be sold by such Selling Shareholder, as indicated on Schedule IV hereto, by the total number of Additional Shares, as indicated on Schedule IV hereto (subject to such adjustments to eliminate fractional shares as you may be exercised at any time within 30 determine). The Company and each Selling Shareholder hereby agrees that, without the prior written consent of the Representatives, it will not, during the period ending 90 days after the date of the Prospectus: (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for Ordinary Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, or (3) file any registration statement with the Commission relating to the offering of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (4) publicly announce any intention to engage in any of the transactions described in clauses (1) through (3) above, whether any of the transactions described in clauses (1) through (3) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the 95,000 Ordinary Shares held by each of the Idol Family Foundation and the Kors ▇▇▇▇▇▇ Foundation, which Ordinary Shares may be deemed beneficially owned pursuant to Rule 13d-3 of the Exchange Act by ▇▇▇▇ ▇. Idol and ▇▇▇▇▇▇▇ ▇▇▇▇, respectively, shall not be subject to the restrictions of clauses (1) through (4) above. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) transactions by a Selling Shareholder relating to Ordinary Shares or other securities acquired in open market transactions after the completion of the initial public offering of the Company, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares or other securities acquired in such open market transactions (other than a filing on Form 5 made when required), (d) issuances of Ordinary Shares or any security convertible into Ordinary Shares as consideration for, or partial consideration for, acquisitions or business combinations or in connection with the formation of joint ventures, strategic partnerships or other collaborations, and the filing of any registration statements on Form S-4 in connection with such issuances; provided that such issuances are limited to 5% of the Company’s outstanding Ordinary Shares immediately following the completion of the offering of the Shares; provided, further, that the recipient of such Ordinary Shares shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder, (e) transfers by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares pursuant to a will, other testamentary document or applicable laws of descent, (f) transfers by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares as a bona fide gift, (g) distributions by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares to limited partners, members or stockholders of the Selling Shareholder or to the Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by the Selling Shareholders; provided that in the case of any transfer or distribution pursuant to clause (e), (f) or (g), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period; provided, further, that in the case of donees that are charitable organizations that receive up to an aggregate of 500,000 Ordinary Shares from ▇▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ Idol pursuant to clause (f), such donees will immediately be able to sell such Ordinary Shares in accordance with Rule 144 of the Securities Act and will not be required to sign and deliver a lock-up letter in connection with such gifted Ordinary Shares, (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares, provided that such plan does not provide for the transfer of Ordinary Shares during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Selling Shareholders or the Company, or (i) transfers of Ordinary Shares from a Selling Shareholder to the Company for the primary purpose of satisfying any tax or other governmental withholding obligation with respect to Ordinary Shares issued upon the exercise of an option or warrant or the conversion of a security. In addition, each Selling Shareholder agrees that, without the prior written consent of the Representatives, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares, except if such demand or exercise of registration rights does not require or permit any public filing or other public disclosure to be made in connection therewith until 90 days after the date of the Prospectus. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, (i) the Company hereby agrees to issue sell to the several Underwriters, and sell an aggregate each Underwriter, severally and not jointly, hereby agrees to purchase from the Company, at $21.15 a share (the “Share Purchase Price”), the number of 1,600,000 Firm Shares that bears the same proportion to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,002,500 Additional Shares at the Share Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[_____] a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon the basis of the representationsrepresentations and warranties herein contained, warranties but subject to the conditions hereinafter stated, each Selling Shareholder severally and agreements not jointly agrees to sell to the several Underwriters the Additional Shares to be sold by such Selling Shareholder according to the terms of this Agreement, and the several Underwriters shall have the right to purchase, severally and not jointly, up to 1,350,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Company Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the Selling Shareholders herein contained date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and subject may not be earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase If the number of Additional Shares to be purchased by the several Underwriters on the Option Closing Date is less than the number of Additional Shares being offered by the Selling Shareholders as set forth on Schedule I hereto, the number of Additional Shares to be sold by the Selling Shareholders shall be allocated among the Selling Shareholders on a pro rata basis in accordance with the respective number of Additional Shares being offered by each Selling Shareholder as set forth on Schedule I hereto, subject to such adjustments to eliminate fractional shares as you may be exercised at any time within 30 days after the date of the Prospectusdetermine.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company The Selling Shareholder hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Shareholder the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number respective numbers of Firm Shares set forth in Schedules I and II hereto opposite its name at U.S.$. a share ("PURCHASE PRICE"). On the name basis of such Underwriter the representations and warranties contained in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also this Agreement, and subject to its terms and conditions, the Selling Shareholder agrees to sell to the UnderwritersU.S. Underwriters the Additional Shares, and, upon and the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the U.S. Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 2,250,000 Additional Shares at the purchase price per Share for Purchase Price. If the Firm SharesU.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Selling Shareholder in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterU.S. Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of U.S. Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.set

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 9,615,385 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 2.444 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share , provided, however, that in no event shall the Representative’s fees and commission be $19.25less than 65% of the fees and commissions paid to the Underwriters. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 1,442,308 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $40.215 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling be sold by such Seller as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, each Seller, severally and not jointly, agrees to sell to the Underwriters the portion of the Additional Shares shown on Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to 652,500 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Selling Stockholder and the Company, as applicable, hereby agree that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇,” and together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Representatives”) on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) publicly announce the intent to do any of the foregoing, or (4) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder or the sale of shares of Common Stock to the Company in connection with the proposed share repurchase as described in the Prospectus, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the filing of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof, (d) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under the Exchange Act (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day restricted period) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (e) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (f) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of such Selling Stockholder; or (g) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Stockholder, including limited partners, members, or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (e) through (g), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period, (iii) each party (transferor, transferee, donor or donee) shall not be required by law (including without limitation the disclosure requirements of the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day restricted period) and (iv) the undersigned notifies the Representatives at least three business days prior to the proposed transfer or disposition, or (i) the sale of shares of Common Stock under a trading plan pursuant to Rule 10b5-1(c) under the Exchange Act in existence prior to November 1, 2010, (j) the establishment of a trading plan pursuant to Rule 10b5-1(c) under the Exchange Act for the transfer of shares of Common Stock, provided that the Company shall prevent the transfer of Common Stock during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company. In addition, each Selling Stockholder, agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. Upon (a) Each Seller, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at a price of US$[ ] per Share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustment to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s Underwriter bears to the total number of Firm Shares. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Company and Helion Venture Partners, LLC, SB Asia Investment Fund II L.P., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares (subject to such adjustment to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Additional Shares to be sold by such Seller as the number of Additional Shares set forth opposite its name on Schedule II heretohereto bears to the total number of Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 900,000 Additional Shares at the Purchase Price. Upon the basis The Representatives may exercise this right on behalf of the representations, warranties Underwriters in whole or in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and agreements the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Company and the Selling Shareholders herein contained and subject Firm Shares. On each day, if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 . (c) Each Seller hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or exercise any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any other securities convertible into or exercisable or exchangeable for Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or (3) file or cause to be filed any registration statement relating to the offering of, or, in the case of each Selling Shareholder, make any demand for or exercise any registration right in respect of, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares. The restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares effective upon the consummation of the Offering, upon the exercise of options or the conversion of securities outstanding on the date hereof, as disclosed in the Time of Sale Prospectus, (iii) the grant by the Company of options under its stock option plans, provided, that, (a) each such grant shall be subject to, and each such grantee shall be bound by, the restrictions contained in the preceding paragraph and (b) the aggregate number of Ordinary Shares underlying all such options shall not exceed 1.5% of the Ordinary Shares outstanding immediately after the completion of the Offering, and (iv) issuances by the Company of up to 2.5% of the Ordinary Shares outstanding immediately after the completion of the Offering (whether in the form of Ordinary Shares or securities convertible or exchangeable into Ordinary Shares) from time to time in connection with any acquisition or merger with another company or an acquisition of assets related to a business from another person or entity. In addition, in the case of each Selling Shareholder, the restrictions contained in the preceding paragraph shall not apply to (i) transactions by a Selling Shareholder relating to Ordinary Shares acquired in open market transactions after the completion of the Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares acquired in such open market transactions, (ii) the exercise of options outstanding on the date hereof, provided that Ordinary Shares issued upon such exercise shall be subject to the restrictions set forth in the preceding paragraph, and (iii) distributions by a Selling Shareholder of Ordinary Shares to limited partners or general partners of the Selling Shareholder; provided that in the case of any distribution pursuant to clause (iii), (a) each distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (b) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90 day restricted period. In addition, each Selling Shareholder agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Ordinary Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company Corporation hereby also agrees to sell to the several Underwriters, andand each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties but subject to the conditions hereinafter stated, agrees, severally and agreements not jointly (nor jointly and severally), to purchase from the Corporation at US$3.00 per Share (the “Purchase Price”) all (but not less than all) of the Company herein Firm Shares in the respective amounts set forth in Schedule I hereto opposite such Underwriter’s name. On the basis of the representations and warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, the Corporation grants an option to the Underwriters to acquire the Additional Shares in accordance with this paragraph and agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right for to purchase, severally and not jointly (nor jointly and severally), up to 12,510,000 Additional Shares each at the Purchase Price. The Bookrunners may exercise this right on behalf of the Underwriters in whole or in part or from time to time by giving written notice not later than 30 days from after the Closing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date of on which such shares are to be purchased. Each purchase date must be at least three business days after the Prospectus to purchase from written notice is given and may not be earlier than the Company up to 240,000 Additional Shares at the purchase price per Share Closing Date for the Firm Shares. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SharesShares and for market stabilization purposes. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointlyjointly (nor jointly and severally), agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option In consideration of the agreement on the part of the several Underwriters to purchase Additional the Shares may and to offer them to the public pursuant to the Prospectuses, the Underwriters shall be exercised entitled to receive from the Corporation at any the time within 30 days after of closing on the date Closing Date or the Option Closing Date, as applicable, a fee equal to 4.00% of the Prospectusgross proceeds to the Corporation from the Shares purchased on the Closing Date or the Option Closing Date, as applicable (the “Underwriting Fee”).

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from such Seller the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretoII hereto opposite its name at $__.__ a share (the "PURCHASE PRICE"). The public offering price per Share shall be $19.25. The Company hereby also agrees On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Sellers severally and not jointly agree to sell to the UnderwritersUnderwriters the Additional Shares, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 558,000 Additional Shares at the purchase price per Share Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company and the attorney-in-fact for the Firm SharesSelling Stockholder in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement or of which the Underwriters have been advised in writing; (C) the grant of options to purchase Common Stock pursuant to the 1999 Equity Incentive Plan or 1999 Non-Employee Directors Stock Option Plan and the issuance of shares upon the exercise of such options; and (D) the issuance by the Company of shares of Common Stock pursuant to the 1999 Employee Stock Purchase Plan.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but, notwithstanding the exercise of preemptive rights on its behalf by the Subscription Agent, subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm ADSs set forth in Schedule I hereto opposite its name at $15.52915 per ADS (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters the Additional ADSs, and (ii) the Selling Shareholders agree Underwriters shall have the right to sell purchase, severally and not jointly, up to 3,260,596 Additional ADSs at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional ADSs shall be reduced by an aggregate 170,084 amount per American depositary share equal to any dividends declared by the Company and payable on the Firm Shares ADSs but not payable on the Additional ADSs. The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the Underwriters, each Selling Shareholders selling date of this Agreement. Any exercise notice shall specify the number of Additional ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm ADSs nor later than ten business days after the date of such notice. Additional ADSs may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II heretoADSs. Upon the basis of the representationsOn each day, warranties and agreements of the Company and the Selling Shareholders herein contained and subject if any, that Additional ADSs are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the ProspectusADSs.

Agreements to Sell and Purchase. 8.1. Upon the terms and conditions set forth herein, (i) the Company Partnership hereby agrees to issue and sell an aggregate of 1,600,000 the Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares Units to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties warranties, covenants and agreements of the Company TXO Parties contained in Sections 1.1.1 and the Selling Shareholders herein contained 4.1 hereof and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Partnership at a purchase price of $18.095 14.25 per Share Unit (the “purchase price per SharePurchase Price Per Unit”), the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule I hereto, subject to such adjustments among the Underwriters as the Representatives in its sole discretion shall make to eliminate any sales or purchases of fractional shares. 8.2. The public offering price per Share shall be $19.25. The Company Upon the terms and conditions set forth herein, the Partnership hereby also agrees to issue and sell the Additional Units to the Underwriters, and, upon . Upon the basis of the representations, warranties warranties, covenants and agreements of the Company herein TXO Parties contained in Sections 1.1.1 and 4.1 hereof and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 thirty (30) days from the date of the Prospectus to purchase from the Company up to 240,000 Partnership in whole or in part the Additional Shares Units at the purchase price Purchase Price Per Unit; provided that the Purchase Price Per Unit for each Additional Unit shall be reduced by an amount per Share for Additional Unit equal to any dividends or distributions declared by the Partnership and payable on the Firm SharesUnits but not payable on the Additional Units. The option to purchase Additional Shares Units may be purchased solely for exercised in whole or in part at any time within thirty (30) days after the purpose date of covering over-allotments, if any, made in connection with the offering of the Firm Sharesthis Agreement. If any Additional Shares Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares Units (subject to such adjustments as you the Representatives in its sole discretion may determine to avoid fractional sharesunits) that bears the same proportion to the total number of Additional Shares Units to be purchased by the Underwriter as the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesUnits. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus8.3.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company The Selling Shareholder hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters Underwriter, and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the UnderwritersUnderwriter, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Shareholder at $[•] a purchase price of $18.095 per Share share (the “purchase price per SharePurchase Price”)) the Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also Selling Shareholder agrees to sell to the UnderwritersUnderwriter the Additional Shares, and, upon and the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters Underwriter shall have the right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 Additional Shares at the Purchase Price. The Underwriter may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriter and the date on which such shares are to be purchased. Each purchase price per Share date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm SharesShares nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter, severally and not jointly, the Underwriter agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock other than in respect of any Shares owned by the Selling Shareholder. The restrictions contained in the preceding paragraph shall not apply to any of the Company’s existing employee benefits plan.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, and each Selling Shareholders selling Underwriter, upon the basis of the representations, warranties and covenants herein contained, but subject to the conditions hereinafter stated, agree to purchase, severally and not jointly, from the Company the number of Firm Shares set forth opposite such Selling Shareholder’s the name of each underwriter on Schedule II heretoI hereof, plus any additional Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9, at $12.2608 per share (“Purchase Price”); provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company, the Additional Shares at the Purchase Price. The Representatives may exercise this right, on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company The Partnership hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties but subject to the conditions hereinafter stated, hereby agrees, severally and agreements not jointly, to purchase from the Partnership at $22.82 per Unit (the “Purchase Price”) the respective number of Firm Units (subject to such adjustments to eliminate fractional Common Units as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the Company representations and the Selling Shareholders herein warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, the Partnership agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,287,500 Additional Units at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such Common Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date for the Firm Units or later than ten business days after the date of such notice. Additional Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Units. On each day, if any, that Additional Units are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional Common Units as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares Units to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the ProspectusUnits.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 4,285,715 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 3.29 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 642,857 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 10,000,000 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 5.89 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus Supplement to purchase from the Company up to 240,000 1,500,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you the Representatives may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised upon notice by the Representatives to the Company, which notice may be given at any time within 30 days after the date of the ProspectusProspectus Supplement, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 the Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwritersand, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and Fidelity National Bank (the Selling Shareholders "Bank") herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering hereto (or such number of Firm Shares as adjusted pursuant to Section 10 hereof), at a purchase price of $____ per Share (the "purchase price per Share shall be $19.25Share"). The Company hereby also agrees to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Bank herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of upon which the Prospectus Registration Statement is declared effective by the Commission to purchase from the Company, from time to time, and the Company up agrees to 240,000 sell to the Underwriters, subject to the considerations set forth below, any or all of the Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may shall, if purchased, be purchased solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as adjusted pursuant to Section 10 hereof) bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[—] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, the Company hereby agrees to sell to the Underwriters up to [—] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify (i) the Company agrees to issue and sell an aggregate number of 1,600,000 Firm Additional Shares to be purchased by the Underwriters and (ii) the Selling Shareholders agree date on which such shares are to sell an aggregate 170,084 be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares to nor later than ten business days after the Underwriters, each Selling Shareholders selling date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the number purpose of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon covering over-allotments made in connection with the basis offering of the representationsFirm Shares. On each day, warranties and agreements of the Company and the Selling Shareholders herein contained and subject if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell the Firm Shares to the several Underwriters as provided in this Agreement, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from each of the Selling Stockholders the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $7.62 a share (the “Purchase Price”). Subject to the sale of the Firm Shares by the Selling Stockholders to the Underwriter in compliance with this Agreement, on the Closing Date, each Underwriter agrees, severally and not jointly, upon the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, (i) to sell to the Company, and the Company agrees to issue purchase from the Underwriters, the respective numbers of the Repurchased Shares set forth on Schedule I opposite its name at the Purchase Price, as further described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule II hereto, to sell an aggregate of 1,600,000 Firm the Additional Shares to the several Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriterseach Underwriter, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders set forth herein contained and subject to all the terms and conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of such notice. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be being purchased by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter (or such number increased as set forth in Schedule I hereto Section 12 hereof) bears to the total number of Firm SharesShares being purchased from the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The over-allotment option Any such election to purchase Additional Shares may shall be exercised at any time within 30 days after made in proportion to the date maximum number of the ProspectusAdditional Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto.

Agreements to Sell and Purchase. Upon (a) The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the Company at a price of US$88.20 per Share (ithe “Purchase Price”) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the respective number of Firm Shares set forth opposite such Selling ShareholderUnderwriter’s name on in Schedule II I hereto. Upon . (b) On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions conditions, the Company agrees to sell to the Underwriters the respective number of Additional Shares set forth hereinopposite its name in Schedule II hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,400,000 Additional Shares at the Purchase Price. The Underwriters may exercise this right in whole or in part by giving written notice of each election to exercise the option not later than 13 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Underwriters may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $· a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions conditions, each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth hereinin Schedule II hereto at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Selling Stockholders and the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of [Name of Underwriter] on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus Supplement, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance by the Company of Common Stock or the grant of an option to purchase Common Stock under stock plans described in the Prospectus, (D) the issuance by the Company of Common Stock in connection with the acquisition of, or a joint venture with, another company if recipients of the Common Stock agree to be bound for 90 days after the date of the Prospectus Supplement by the restrictions contained in this paragraph, and the filing of a registration statement with respect thereto, (E) transactions by any person other than the Company, relating to shares of Common Stock or other securities acquired in open market or other transactions after the completion of this offering, (F) the filing of a registration statement pursuant to the registration rights of any of the Selling Stockholders [, and (G) other exclusions for certain financing transactions].

Agreements to Sell and Purchase. Upon Each of the terms Selling Stockholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholders at $13.44 a share (ithe “Purchase Price”) the Company agrees respective number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,875,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at $_____ a purchase price of $18.095 per Share share (the “purchase price per Share”), "Purchase Price") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in Schedule I heretothis Agreement, and subject to its terms and conditions, John ▇. The public offering price per Share shall be $19.25. The Company hereby also ▇▇▇▇▇ ("▇rut▇"), a Selling Stockholder agrees to sell to the UnderwritersUnderwriters the Additional Shares, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 604,500 Additional Shares at the purchase price per Share for Purchase Price. If you, on behalf of the Firm SharesUnderwriters, elect to exercise such option, you shall so notify the Frut▇ ▇▇ writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional shares8 determine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ ▇▇ behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the "Market Stand-Off"). The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) options issued under the 1989 Plan, the 1997 Plan, the Directors Plan, and the shares issuable upon exercise thereof, (D) shares issued under the 1997 Employee Stock Purchase Plan and the shares issuable upon exercise thereof; provided, however, that any receiver of securities issued under (B), (C) or (D) above agrees to the Market Stand-Off. In addition, each Selling Stockholder agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ ▇▇ behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $13.395 a share (the “Purchase Price”); provided that with respect to an aggregate 750,000 of the Firm Shares allocated at the direction of the Company to members of the Konstantakopoulos family (the “Konstantakopolous Family Shares”), the Underwriters shall purchase such Selling Shareholder’s name on Schedule II heretoKonstantakopoulos Family Shares at the Public Offering Price (as defined below). Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,125,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Underwriters may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date may not be earlier than the terms and conditions set forth hereinclosing date for the Firm Shares nor later than ten business days after the date of such notice and, in the case of any exercise notice delivered after the closing date for the Firm Shares, must be at least one business day after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the number of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon The Company (as to ________ shares) and the Selling Shareholders (as to _________ shares), severally and not jointly, hereby agree to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from each Seller the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the UnderwritersUnderwriters the Additional Shares, each Selling Shareholders selling and the Underwriters shall have the right to purchase, severally and not jointly, up to _______________ Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares set forth opposite nor later than ten business days after the date of such Selling Shareholder’s name on Schedule II heretonotice. Upon Additional Shares may be purchased as provided in Section 5 hereof solely for the basis purpose of covering over-allotments made in connection with the offering of the representationsFirm Shares. On each day, warranties and agreements of the Company and the Selling Shareholders herein contained and subject if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon Each of the terms Selling Stockholders, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares up to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling ShareholderStockholder’s name on in Schedule II hereto. Upon hereto to the Underwriters at a price of $9.7375 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, each Underwriter agrees, severally and not jointly, to purchase from the Company and Selling Stockholders at the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company Moreover, each Selling Stockholder, severally and not jointly, hereby also agrees to sell up to the number of Additional Shares set forth opposite such Selling Stockholder’s name in Schedule II hereto to the Underwriters at the Purchase Price, and the Underwriters, and, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days from (but not the date of the Prospectus obligation) to purchase from the Company purchase, severally and not jointly, up to 240,000 the total number of Additional Shares at the purchase price per Share for the Firm SharesPurchase Price. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date (as defined below) or later than ten business days after the date of such notice. Additional Shares may be purchased by the Underwriters solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering Offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms Each Selling Unitholder, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares basis of the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, each agrees, severally and not jointly, to purchase from such Selling Shareholders selling Unitholder at $30.432 a share (the “Purchase Price”) the number of Firm Shares Units (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Units to be sold by such Selling Unitholder as the number of Firm Units set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Units. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions conditions, each Selling Unitholder, severally and not jointly, hereby agrees to sell to the Underwriters at the Purchase Price, and the Underwriters shall have the right to purchase at the Purchase Price, severally and not jointly, up to the number of Additional Units (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Additional Units to be sold by such Selling Unitholder as the number of Additional Units set forth hereinin Schedule II hereto opposite the name of such Underwriter bears to the total number of Additional Units. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Units nor later than ten business days after the date of such notice. Additional Units may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Units. On each day, if any, that Additional Units are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares Units to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares Units set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesUnits. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Partnership hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Units or any securities convertible into or exercisable or exchangeable for Common Units; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering for the Partnership’s own account of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units. The restrictions contained in the preceding paragraph shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Partnership of Common Units upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the filing of any registration statements by us for the benefit of any unitholder pursuant to any registration obligations existing on the date hereof; or (d) the issuance or registration by the Partnership of Common Units or any securities convertible into or exercisable or exchangeable for Common Units to officers, directors, employees or consultants pursuant to any employee benefit plan in existence on the date hereof.

Agreements to Sell and Purchase. Upon the terms Each Seller, severally and conditions set forth hereinnot jointly, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders such Seller at $66.24 a purchase price of $18.095 per Share share (the “purchase price per Share”), "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell and certain Selling Shareholders named in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees III hereto severally agree to sell to the UnderwritersUnderwriters the Additional Shares, and, upon the basis of the representations, warranties which 77,500 shares are to be issued and agreements of sold by the Company herein contained and subject 372,500 shares are to all be sold by such Selling Shareholders, each such Selling Shareholder selling the terms and conditions amount set forth hereinopposite such Selling Shareholder's name in Schedule III hereto, and the Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 450,000 Additional Shares at the purchase price per Share for Purchase Price. If you, on behalf of the Firm SharesUnderwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not (x) in the case of the Company, during the period ending 90 days after the date of the Prospectus, and (y) in the case of each other Seller, during the period specified in the Lock-up Agreements between the Seller and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of any Shares to the Underwriters to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding, on the date hereof, of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth in Schedule I hereto opposite its name at a purchase price of $15.20 per share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters the Option Shares, and (ii) the Selling Shareholders agree Underwriters shall have the right to sell an aggregate 170,084 Firm purchase, severally and not jointly, up to 1,125,000 Option Shares at the Purchase Price plus accrued interest, if any, to the Underwriters, each Selling Shareholders selling date of payment and delivery. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of the Prospectus Supplement. Any exercise notice shall specify the number of Firm Option Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon to be purchased by the basis of the representations, warranties and agreements of the Company Underwriters and the Selling Shareholders herein contained date on which such Option Shares are to be purchased. Unless otherwise agreed, each purchase date must be at least two business days after the written notice is given (and subject may not be earlier than the closing date for the Underwritten Shares) nor later than ten business days after the date of such notice. On each day, if any, that Option Shares are to all the terms and conditions set forth hereinbe purchased (an "Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Option Shares (subject to such adjustments to eliminate fractional Shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Option Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Underwritten Shares set forth in Schedule I opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Underwritten Shares. The over-allotment Company hereby agrees that, without the prior written consent of the Representative, on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus Supplement, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase Additional any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Shares under this Agreement, (B) the issuance of shares of Common Stock or the granting of options by the Company pursuant to the Company’s employee benefit plans existing on the date hereof, (C) the issuance of convertible subordinated debentures due 2024 in a private offering as contemplated in the Prospectus under the heading “Summary—Recent Developments” or any additional convertible subordinated debentures due 2024 issued pursuant to the same indenture, (D) the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security issued pursuant to clause (C) above or otherwise outstanding on the date hereof (which include the Company’s outstanding 53/4% convertible subordinated notes due 2007 and 4% contingent convertible subordinated notes due 2024) of which the Underwriters have been advised in writing, or (E) no more than 7,500,000 shares of Common Stock issued as consideration in connection with a merger, acquisition or other business combination or in connection with a joint venture, provided that (i) the Company may be exercised at any time within not issue Common Stock pursuant to this clause (E) until 30 days after the date of the ProspectusProspectus Supplement and (ii) the recipients of such shares shall execute and deliver to the Representative on behalf of the Underwriters a lock-up agreement setting forth their agreement to the restrictions contained in this paragraph.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth hereinforth, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 9.639 per Share share (the “purchase price per SharePurchase Price”), the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter in Schedule I heretoUnderwriter. The public offering price per Share shall be $19.25. The Moreover, the Company hereby also agrees to issue and sell up to 900,000 Additional Shares to the Underwriters at the Purchase Price, and the Underwriters, and, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days from (but not the date of the Prospectus obligation) to purchase from the Company purchase, severally and not jointly, up to 240,000 900,000 Additional Shares at the purchase Purchase Price provided, however that the price per Share share for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. ▇▇▇▇▇ may exercise this right on behalf of the Underwriters in whole or from 19 time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm SharesShares or later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter, acting severally and not jointly, agrees to will purchase that proportion of the number of total Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be then being purchased by the Underwriter as which the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option Shares set forth in Schedule I hereto (subject to purchase Additional Shares such adjustments to eliminate fractional shares as ▇▇▇▇▇ may be exercised at any time within 30 days after the date of the Prospectusdetermine).

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 3,500,000 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company Company, the Operating Partnership and the Selling Shareholders Advisor herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 24.2125 per Share (the “purchase price Purchase Price per Share”), ) the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Company, the Operating Partnership and the Advisor herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 the Additional Shares at the purchase price Purchase Price per Share for Share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Additional Shares may be purchased solely for the purpose of covering over-over allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time, and from time to time, within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon Each of the terms Selling Shareholders severally and not jointly hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $- a share (ithe "PURCHASE PRICE") the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Shareholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company subject to its terms and conditions, the Selling Shareholders herein contained agree to sell to the Underwriters the Additional Shares, and subject the Underwriters shall have the right to all purchase, severally and not jointly, up to 1,050,000 Additional Shares at the terms Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time (but no more than three times) in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and conditions set forth hereinthe date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company and each Selling Shareholder hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) grants by the Company of employee stock options or other equity-based employee compensation pursuant to the terms of a plan in effect on the date of this Agreement, (D) transactions by persons other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering contemplated by this Agreement, (E) transfers by a Selling Shareholder of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock to a family member of such Selling Shareholder or trust created for the benefit of such Selling Shareholder or a family member of such Selling Shareholder, (F) in the case of any Selling Shareholder that is a partnership, corporation or limited liability company, as a distribution to the partners, shareholders or members thereof, or (G) transfers by a Selling Shareholder of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to an affiliate of such Selling Shareholder, provided that in the case of any transfer or distribution pursuant to clauses (E), (F) or (G), (i) each transferee agrees to be bound by the terms of this lock-up agreement and (ii) no filing by any party (transferee or transferor) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 90-day period referred to above). In addition, (x) each Selling Shareholder agrees that it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock and (y) the Company agrees that it will not, during the period ending 90 days after the effectiveness of the Registration Statement, file a registration statement pursuant to the request of any shareholder under the Shareholders Agreement dated December 12, 2001, in either case without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 the Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwritersand, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 ______ per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25hereto (or such number of Firm Shares as adjusted pursuant to Section 10 hereof). The Company hereby also agrees to sell up to 300,000 Additional Shares to the Underwriters, Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus this Agreement to purchase from the Company up to 240,000 300,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter sold as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total (or such number of Firm Shares. The over-allotment option Shares as adjusted pursuant to purchase Additional Shares may be exercised at any time within 30 days after the date of the ProspectusSection 10 hereof) bears to 2,000,000.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm 3,800,000 Shares to the Underwriters Underwriter at a price of $5.875 per share (the “Purchase Price”), and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the UnderwritersUnderwriter, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions herein set forth hereinforth, each Underwriter agrees, severally and not jointly, to purchase from the Company and at the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Manager may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto. The public offering price per Share shall be $19.25. The Moreover, the Company hereby also agrees to issue and sell up to 570,000 Additional Shares to the UnderwritersUnderwriter at the Purchase Price, andand the Underwriter, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days from (but not the date of the Prospectus obligation) to purchase from the Company purchase, up to 240,000 the Additional Shares at the Purchase Price. The Manager may exercise this right on behalf of the Underwriter in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriter and the date on which such shares are to be purchased. Each purchase price per Share date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm SharesShares or later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, over allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter, severally and not jointly, the Underwriter agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Manager may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon (a) The Trust hereby agrees, subject to all the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwritersand, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company Trust and the Selling Shareholders Advisor herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, agrees severally and not jointly, jointly to purchase from the Company and the Selling Shareholders Trust, at a purchase price of $18.095 15.00 per Share (the “purchase price per Share”)share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. . (b) The public offering price per Share shall be $19.25. The Company hereby Trust also agrees agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Trust herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Trust, at the same purchase price per share as the Underwriters shall pay for 30 days the Firm Shares, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 45th day after the date of the Prospectus to purchase from (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the Company next business day thereafter when the American Stock Exchange is open for trading), up to 240,000 Additional Shares at the purchase price per Share for the Firm an aggregate of 360,000 Option Shares. The Additional Option Shares may be purchased solely only for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Trust the number of Additional Option Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Option Shares to be purchased by the Underwriter Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 11 hereof) bears to the total aggregate number of Firm Shares. . (c) The over-allotment option Trust also agrees, subject to all the terms and conditions set forth herein, to sell to the Advisor, and, upon the basis of the representations, warranties and agreements of the Trust herein contained and subject to all the terms and conditions set forth herein, the Advisor shall have the right to purchase Additional Shares from the Trust, at the same purchase price per share as the Underwriters shall pay for the Option Shares, pursuant to an option (the "Advisor Option") which may be exercised at any time within 30 days and from time to time prior to 9:00 P.M., New York City time, on the 45th day after the date of the ProspectusProspectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the American Stock Exchange is open for trading), up to an aggregate of 1,000 shares of beneficial interest of the Trust (the "Advisor Shares").

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company The Fund hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters several Underwriters, and (ii) each Underwriter, upon the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares basis of the representations and warranties herein contained, but subject to the Underwritersconditions hereinafter stated, each Selling Shareholders selling agrees, severally and not jointly, to purchase from the number Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite such Selling Shareholder’s its name on Schedule II heretoat $24.00 per share (the “Purchase Price”). Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 150,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on each Firm Share but not on the Selling Shareholders herein contained Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such Additional Shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares not later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date, if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the UnderwritersUnderwriter, andand the Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, the Underwriters shall have the right for 30 days from the date of the Prospectus agrees to purchase from the Company 3,400,000 Shares at $14.75 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to you the Additional Shares, and you shall have the right to purchase up to 240,000 510,000 Additional Shares at the Purchase Price. You may exercise this right in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by you and the date on which such shares are to be purchased. Each purchase price per Share for date must be at least one business day after the Firm Shareswritten notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchasedThe Company hereby agrees that, each without the prior written consent of the Underwriter, severally and not jointlyit will not, agrees to purchase during the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of any securities, or the grant by the Company of options to purchase shares of Common Stock under any equity compensation plan existing on the date hereof, as disclosed in the Registration Statement or the Prospectus, in the ordinary course of business consistent with past practice.

Agreements to Sell and Purchase. Upon Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from each Selling Shareholder at $58.8862 per share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Shareholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, Ventures agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 629,599 Additional Shares at the Purchase Price. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇ and Company, LLC (“Cowen”) may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Cowen on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or that is described in the Time of Sale Prospectus, (c) the grant of options or the issuance of shares of Common Stock to employees, officers, directors, advisors or consultants pursuant to any employee benefit plan described in the Prospectus or (d) the filing of any registration statement on Form S-8 in respect of any employee benefit plan described in the Prospectus. Notwithstanding the foregoing, if (i) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Cowen of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) each of the Company Selling Stockholders, severally and not jointly, agrees to issue and sell sell, in accordance with this Agreement, an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares 3,475,005 shares of Common Stock to the Underwriters, each Selling Shareholders Stockholder selling the number of Firm Shares set forth opposite such Selling ShareholderStockholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of each of the Company and the Selling Shareholders Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders Stockholders at a purchase price of $18.095 19.05 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby Selling Stockholders also agrees agree, severally and not jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Selling Stockholders herein contained contained, and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company Selling Stockholders up to 240,000 an aggregate of 521,250 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the number Selling Stockholders that proportion of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be then being purchased by the Underwriter as which the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesShares or, in the event of a partial exercise of the option, a smaller number of Additional Shares that reflects the pro rata reduction in the number of Additional Shares to be sold in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional shares of Common Stock). The over-allotment option to purchase Additional Shares may be exercised exercised, in whole or in part, at any time within 30 days after the date of the Prospectus, but no more than once. Concurrently with the execution and delivery of this Agreement, (i) the Selling Stockholders shall enter into a Custody Agreement appointing American Stock Transfer & Trust Company, LLC as the custodian (the “Custodian”) for the Selling Stockholders (the “Custody Agreement”) with respect to the Shares; (ii) the Company and each Selling Stockholder that will sell Shares that are issuable in exchange for membership units of the Subsidiary (“LLC Units”) shall enter into an Irrevocable Instruction and Agreement (the “Irrevocable Instruction and Agreement”), pursuant to which such Selling Stockholder shall make an irrevocable election to, immediately after the execution of this Agreement or after the Underwriters provide notice pursuant to this Agreement of the exercise of their option to the Additional Shares, exchange LLC units for the number of shares of Common Stock to be sold by such Selling Stockholder to the Underwriters pursuant to this Agreement; and (iii) each Selling Stockholder shall execute and deliver a power of attorney in the form previously furnished to you (the “Power of Attorney”), appointing ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as such Selling Stockholder’s attorney-in-fact (the “Attorney-in-Fact”), with authority to execute and deliver this Agreement and the Custody Agreement.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters through you, as its exclusive sales agent, and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties warranties, covenants and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinof this Agreement, each Underwriter agreesyou shall sell to the public on behalf of the Company, severally 1,000,000 Shares on a “best efforts all or none” basis and not jointly, up to purchase from the Company and the Selling Shareholders an additional 333,334 Shares on a “best efforts” basis at a purchase price of $18.095 per Share (the “purchase price 6.00 per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees shall pay to sell you a commission of $0.48 for each Share sold. You shall use your best efforts to the Underwriters, and, upon the basis effect sales of the representations, warranties and agreements such Shares for a period of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 sixty (60) days from the date hereof, subject to extension at your option for an additional sixty (60) days (the “Offering Period”). If a minimum of 1,000,000 Shares have not been sold and the proceeds have not been placed in escrow with the Escrow Agent (as defined below) during the Offering Period and the American Stock Exchange (“AMEX”) has not confirmed that the Shares will be listed on AMEX, this Agreement shall terminate at the expiration of such period and the Escrow Agent (as defined below) shall promptly refund to each person who has subscribed for any of the Prospectus Shares the full amount paid by such person, without deduction and without interest, and neither party to purchase from this Agreement shall have any obligation to the other party hereunder, except as hereinafter provided. The Company and you shall make appropriate arrangements for the prompt deposit in escrow with Signature Bank (the “Escrow Agent”), of all monies received in payment for the Shares. All escrow fees and expenses shall be paid by the Company. The escrow agreement (the “Escrow Agreement”) shall make appropriate provision for refunds to subscribers for the Shares as set forth above and if at least 1,000,000 Shares are sold during the Offering Period and AMEX has confirmed that the Shares will be listed on AMEX, for payment to the Company up by the Escrow Agent of an amount equal to 240,000 Additional the public offering price of the Shares less the amounts required to be paid to you pursuant to this Section 2. The Underwriters will offer the Shares for sale at the purchase initial public offering price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite on the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date cover of the Prospectus.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders contained herein contained and subject to all the terms and conditions set forth hereinherein and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees to issue and sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Company, at a purchase price of $18.095 _____ per Share share (the “"purchase price per Share”share"), the number of Firm Shares Initial Securities set forth in Schedule II opposite the name of such Underwriter under the column "Number of Initial Securities to be Purchased from the Company" (or such number of Initial Securities increased as set forth in Schedule I heretoSection 12 hereof). The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein and to such adjustments as you may determine to avoid fractional shares, each Selling Stockholder agrees to sell to each Underwriter Upon the basis of the Company representations, warranties and agreements contained herein contained and subject to all the terms and conditions set forth herein, the Company hereby grants an option (the "over-allotment option") to the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares Company, at the purchase price per Share for the Firm Sharesshare, up to an aggregate of 390,000 Option Securities. The Additional Shares Option Securities may be purchased solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SharesSecurities. If Such option shall expire at 5:00 P.M., Chicago time, on the 30th day after the date of this Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). Such over-allotment option may be exercised at any Additional Shares are time until its expiration, but only once, upon written, facsimile or telegraphic notice by you to be purchasedthe Company . Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company that proportion of the total number of Additional Shares Option Securities as is equal to the percentage of Initial Securities that such Underwriter is purchasing from the Company and the Selling Stockholders (or such number of Initial Securities increased as set forth in Section 12 hereof), subject to such adjustments as you may determine to avoid fractional shares. Certificates in transferable form for the Securities that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with F. Robe▇▇ ▇▇▇▇▇▇▇ ▇▇▇ (the "Custodian") for delivery under this Agreement pursuant to a Custodian Agreement and Power of Attorney (collectively, the "Custodian Agreement") executed by each of the Selling Stockholders appointing Thom▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ F. Robe▇▇ ▇▇▇▇▇▇▇ ▇▇▇ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that bears (i) the same proportion Securities represented by the certificates held in custody pursuant to the total number Custodian Agreement are subject to the interests of Additional Shares to be purchased the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Underwriter Selling Stockholders for such custody are, except as specifically provided in the number Custodian Agreement, irrevocable and (iii) the obligations of Firm Shares set forth opposite the name Selling Stockholders hereunder and under the Custodian Agreement shall not be terminated by any act of such Underwriter in Schedule I hereto bears Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event or, if the Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Stockholder. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Securities hereunder or if the Selling Stockholder is not a natural person and shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Stockholder shall occur before the delivery of the Securities hereunder, certificates for the Securities of such Selling Stockholder shall be delivered to the total number Underwriters by the Custodian, or any of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after them, in accordance with the date terms and conditions of this Agreement and the Prospectus.Custodian Agreement as if such death or incapacity, dissolution, winding up or distribution of assets or other event had not occurred,

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 2,000,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwritersand, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 _______ per Share (the “"purchase price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25hereto (or such number of Firm Shares as adjusted pursuant to Section 10 hereof). The Company hereby also agrees to sell up to 300,000 Additional Shares to the Underwriters, Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus this Agreement to purchase from the Company up to 240,000 300,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional factional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter sold as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total (or such number of Firm Shares. The over-allotment option Shares as adjusted pursuant to purchase Additional Shares may be exercised at any time within 30 days after the date of the ProspectusSection 10 hereof) bears to 2,000,000.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 11.856 per Share (the “purchase price Purchase Price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 the Additional Shares at the purchase price Purchase Price per Share for Share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The , and each Underwriter shall have the right (but not the obligation) to purchase, severally and not jointly, from the Company the Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter Underwriter, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number respective numbers of Firm Shares set forth in Schedules I and II hereto opposite its names at U.S.$[_____] a share ("Purchase Price"). On the name basis of such Underwriter the representations and warranties contained in Schedule I hereto. The public offering price per Share shall be $19.25. The this Agreement, and subject to its terms and conditions, the Company hereby also agrees to sell to the UnderwritersU.S. Underwriters the Additional Shares, and, upon and the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the U.S. Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 703,125 Additional Shares at the purchase price per Share for Purchase Price. If the Firm SharesU.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased or which date shall not be less than the second business day following the date such notice is given. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterU.S. Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of such U.S. Underwriter in Schedule I hereto bears to the total number of U.S. Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the grant of options pursuant to and on the same or similar terms as set forth in the employee benefit plans existing on the date hereof and the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or upon the exercise of options granted after the date hereof under employee benefit plans existing on the date hereof, as described in the Prospectus.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to at $13.44 a share (the Underwriters and (ii“Purchase Price”) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth in Schedule I opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, and subject to its terms and conditions, each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the right to purchase, severally and agreements of not jointly, from the Sellers, up to 1,296,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any cash dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase If, at an Option Closing Date, all of the Additional Shares may are to be exercised purchased, each Seller agrees, severally and not jointly, to sell to the Underwriters on such Option Closing Date the number of Additional Shares set forth opposite the name of such Seller in Schedule I hereto. If, at any time within 30 Option Closing Date, (i) less than all of the Additional Shares are to be purchased, no Company Additional Shares shall be purchased unless all Stockholder Additional Shares have previously been purchased or will be purchased at such Option Closing Date (ii) less than all of the Stockholder Additional Shares are to be purchased at such Option Closing Date, such Stockholder Additional Shares shall be purchased pro rata from the Selling Stockholders on the basis of the number of Shares set forth opposite their names in Schedule I hereto. Subject to the foregoing, on each Option Closing Date, each Seller agrees, severally and not jointly, to sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) determined in accordance with the foregoing. The Company agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of employee or director stock options, restricted stock or restricted stock units in accordance with the terms of any employee benefit plan in effect on the date hereof that is described in the Time of Sale Prospectus or the issuance by the Company of shares of Common Stock upon the exercise of such options or pursuant to the terms of such restricted stock units, (d) the filing of any registration statement on Form S-8 in respect of any employee benefit plan in effect on the date hereof and described in the Time of Sale Prospectus, and (e) the issuance by the Company of up to 7,500,000 shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) in connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions, provided that the acquiree of any such shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) so issued enters into an agreement in the form of Exhibit A hereto with respect to such shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) for the remainder of the 90-day restricted period.

Agreements to Sell and Purchase. Upon Each of the terms Selling Stockholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholders at $9.55 a share (ithe “Purchase Price”) the Company agrees respective number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Stockholder as the number of Firm Shares set forth opposite such Selling Shareholder’s name on in Schedule II heretohereto opposite the name of such Underwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements subject to its terms and conditions, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,950,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to at $[ ] a share (the Underwriters and (ii"PURCHASE PRICE") the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 780,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus: (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) in the case of the Company, file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than on Form S-8 or a successor form thereto). The restrictions contained in the preceding paragraph shall not apply to: (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing; (c) the grant of options to purchase Common Stock or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company or any of its subsidiaries pursuant to equity plans disclosed in the Time of Sale Prospectus, PROVIDED that each recipient of any such grant or issuance be bound by a lock-up agreement in the form set forth in Exhibit A hereto; (d) the issuance by the Company of up to 2,450,000 shares of Common Stock, in connection with any acquisition, collaboration or other similar strategic transaction involving the Company or any of its subsidiaries, PROVIDED that the recipients thereof execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if: (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein(a) The Company hereby agrees, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, herein each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $24.2125 per Security, provided, however, that with respect to sales made by the Underwriters to certain certain institutional purchasers, the purchase price instead shall be $24.5000 per Security. The Representative confirms to the Company that for this purpose the number of Additional Shares (subject Underwritten Securities sold to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as institutional purchasers is 66,200,000, the number of Firm Shares Underwritten Securities set forth opposite the name of such Underwriter in Schedule I hereto bears (or such number of Securities increased as set forth in Section 11 hereof). Subject to the total number of Firm Shares. The over-allotment terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 19,500,000 Option Securities at the same purchase Additional Shares price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised in whole or in part at any time within 30 days or from time to time on or before the 30th day after the date of the Final Prospectus, upon written or facsimile notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the date on which delivery and payment shall occur, which shall not be less than three Business Days after the date of the notice of exercise. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representative, in its absolute discretion, shall make to eliminate any fractional shares.

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions set forth hereinhereof, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, at a price of $____ per Share (the "Purchase Price"), 1,600,000 Firm Shares; (ii) each Selling Shareholders selling Stockholder agrees to sell to the Underwriters, at the Purchase Price, the number of Firm Shares set forth opposite next to such Selling Shareholder’s Stockholder's name on Schedule II hereto. Upon the basis of the representations, warranties I; and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Stockholders, at a purchase price of $18.095 per Share (the “purchase price per Share”)Purchase Price, the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto. The public offering price per Share number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be $19.25as nearly as practicable in the same proportion as the number of Firm Shares being sold by the Company and the Selling Stockholders bears to the total number of Firm Shares to be sold hereunder. The Company hereby also agrees On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions hereof, (i) the Selling Stockholders indicated on Schedule I hereto agree to sell to the Underwriters, andat the Purchase Price, upon the basis up to an aggregate of the representations, warranties 420,000 Additional Shares; and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, (ii) the Underwriters shall have the right for 30 days to purchase, severally and not jointly, from the date of the Prospectus time to purchase from the Company time, up to 240,000 an aggregate of 420,000 Additional Shares at the purchase price per Share for the Firm SharesPurchase Price. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, over allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, (i) each Underwriter, severally and not jointly, such Selling Stockholder agrees to purchase sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.maximum number

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate the respective numbers of 1,600,000 Firm Shares to be sold by the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares at $l a share (the “Purchase Price”). Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,700,000 Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the ProspectusProspectus (or such later date specified in the second succeeding paragraph), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, provided that each recipient of such shares during the restricted period referred to in the immediately preceding paragraph shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (C) the issuance by the Company of shares or options to purchase shares of the Common Stock, or the repurchase by the Company of unvested shares of the Common Stock upon termination of service of an employee, director, consultant or other service provider, pursuant to the Company’s 2000 Stock Option Plan, 2004 Equity Incentive Plan or the 2004 Employee Stock Purchase Plan, provided that each recipient of such shares, or of shares issued upon exercise of such options, during the restricted period referred to in the immediately preceding paragraph shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, and (D) the filing by the Company of any registration statement with the Commission on Form S-8 relating to the offering of securities pursuant to the terms of a plan named in the preceding clause (C) (provided that this exception shall not affect the terms of the preceding clause (C)). Notwithstanding the foregoing, if (1) during the last 17 days of the 180 day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of the 180 day restricted period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the 180 day period, the restrictions imposed above shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. Upon The Fund hereby agrees, subject to all the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriterseach Underwriter and, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company Fund and the Selling Shareholders Adviser herein contained and subject to all of the other terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Fund at a purchase price of $18.095 14.325 per Share (the “purchase price "Price per Share”"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby Fund also agrees agrees, subject to all the terms and conditions set forth herein, to issue and to sell to the Underwriters, Underwriters and, upon the basis of the representations, warranties and agreements of the Company Fund and the Adviser herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days to purchase Additional Shares from the Fund, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 A.M., New York City time, on the 45th day after the date of the Prospectus to purchase from (or if such 45th day shall be a Saturday or a Sunday or a holiday, on the Company up to 240,000 Additional Shares at next business day thereafter when the purchase price per Share American Stock Exchange (the "AMEX") is open for the Firm Sharestrading). The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are exercise of the over-allotment option, upon the basis of the representations, warranties and agreements of the Fund and the Adviser herein contained and subject to be purchasedall of the other terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Fund the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon On the basis of the representations, representations and warranties and agreements of the Company and the Selling Shareholders herein contained in this Agreement and subject to all the its terms and conditions, the Company hereby agrees to sell to the several Initial Purchasers, and each Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders respective principal amount of Firm Securities set forth in Schedule I hereto opposite its name at a purchase price of $18.095 per Share 96.5% of the principal amount thereof (the “purchase price per Share”"PURCHASE PRICE") plus accrued interest, if any, to the Closing Date (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the UnderwritersInitial Purchasers the Additional Securities, and, upon and the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters Initial Purchasers shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriterpurchase, severally and not jointly, agrees up to $13,000,000 aggregate principal amount of Additional Securities at the Purchase Price plus accrued interest, if any, to the date of payment and delivery. You may exercise this right on behalf of the Initial Purchasers in whole or in part on one occasion by giving written notice not later than 30 days after the Closing Date. Any exercise notice shall specify the principal amount of Additional Securities to be purchased by the Initial Purchasers and the date on which such Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. On each day, if any, that Additional Securities are to be purchased (an "OPTION CLOSING DATE"), each Initial Purchaser agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional Securities as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased by the Underwriter on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule I opposite the name of such Underwriter in Schedule I hereto Initial Purchaser bears to the total number principal amount of Firm SharesSecurities. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of Citigroup Global Markets Inc. on behalf of the Initial Purchasers, it will not, during the period ending 90 days after the date of the ProspectusFinal Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of the Company or any securities convertible into or exercisable or exchangeable for common stock of the Company or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply (A) to the sale of the Securities under this Agreement, (B) to the issuance by the Company of any shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) to the grant of any option or issuance of any stock or stock appreciation right under any plan outstanding on the date hereof; (D) in connection with any bona-fide merger or acquisition as approved by the Company's Board of Directors; provided that any issuance by the Company of shares of common stock is not to raise cash to fund such merger or acquisition; (E) in connection with any bona-fide strategic agreement, joint venture agreement, limited liability agreement or similar agreement entered into with any supplier, manufacturer, distributor or customer that is approved by the Company's Board of Directors, the primary purpose of which is not to raise cash; or (F) the filing of a shelf registration statement on Form S-3 to permit sales of the Company's common stock by Teva Pharmaceuticals Curacao, N.V.; provided, however, that in the case of any dispositions pursuant to (D) or (E), the transferee, in each case, agrees to be bound by the terms of the previous sentence.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereto opposite its name at $4.275 a share (the “Purchase Price”). The public offering price per Share shall be $19.25. The On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby also agrees to sell to the UnderwritersUnderwriters the Additional Shares, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 5,200,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option in whole or from time to time in part, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) shall so notify the Company in writing not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase price per Share date must be at least one business day after the written notice is given and may not be earlier than the Closing Date for the Firm SharesShares nor later than ten business days after the date of such notice. The Should such date be subsequent to the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall provide such notice no later than three days prior to such date. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, or in the case of an option granted after the date hereof, pursuant to existing employee benefit plans of the Company or any of its subsidiaries, of which the Underwriters have been advised in writing, (C) the granting by the Company of any options to purchase shares of Common Stock or any restricted stock units or the sale by the Company of any shares of Common Stock, in each case pursuant to any existing employee benefit plan or direct stock plan of the Company or any of its subsidiaries, (D) the issuance by the Company of any shares of Common Stock in connection with the acquisition of or merger with or into any other company or the acquisition of any assets, or (E) transfers and dispositions between one or more affiliates of Texas Pacific Group or partners, shareholders or members of any such affiliate, provided, that in the case of any issuance, transfer or disposition pursuant to clause (D) or (E), (i) each recipient of such shares shall agree in writing, for the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, that such shares shall remain subject to restrictions identical to those contained in the first sentence of this paragraph for the remainder of the period for which the Company is bound thereunder, and each such recipient shall execute and deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ a duplicate of such writing, and (ii) if a filing by any party to such issuance, transfer or disposition (issuer, transferor, disposer, recipient or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required in connection with such issuance, transfer or disposition (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above), such party shall provide ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ no less than seven days prior written notice of such filing (it being understood that no such filing shall be made by any such party if not required to be made under the Exchange Act).

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 2,500,000 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 21.00 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 375,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once.

Agreements to Sell and Purchase. Upon (a) The Trust hereby agrees, subject to all the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwritersand, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company Trust and the Selling Shareholders Advisor herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, agrees severally and not jointly, jointly to purchase from the Company and the Selling Shareholders Trust, at a purchase price of $18.095 15.00 per Share (the “purchase price per Share”)share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. . (b) The public offering price per Share shall be $19.25. The Company hereby Trust also agrees agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company Trust herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Trust, at the same purchase price per share as the Underwriters shall pay for 30 days the Firm Shares, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 45th day after the date of the Prospectus to purchase from (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the Company next business day thereafter when the American Stock Exchange is open for trading), up to 240,000 Additional Shares at the purchase price per Share for the Firm an aggregate of 570,000 Option Shares. The Additional Option Shares may be purchased solely only for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Trust the number of Additional Option Shares (subject to such adjustments as you may determine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Option Shares to be purchased by the Underwriter Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 11 hereof) bears to the total aggregate number of Firm Shares. . (c) The over-allotment option Trust also agrees, subject to all the terms and conditions set forth herein, to sell to the Advisor, and, upon the basis of the representations, warranties and agreements of the Trust herein contained and subject to all the terms and conditions set forth herein, the Advisor shall have the right to purchase Additional Shares from the Trust, at the same purchase price per share as the Underwriters shall pay for the Option Shares, pursuant to an option (the "Advisor Option") which may be exercised at any time within 30 days and from time to time prior to 9:00 P.M., New York City time, on the 45th day after the date of the ProspectusProspectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the American Stock Exchange is open for trading), up to an aggregate of 1000 shares of beneficial interest of the Trust (the "Advisor Shares").

Agreements to Sell and Purchase. Upon On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth hereinforth, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 23.75 per Share share (the “purchase price per SharePurchase Price”), the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Underwriter, Moreover, the Company hereby also agrees to issue and sell up to 48,000 Additional Shares to the Underwriters at the Purchase Price, and the Underwriters, and, upon the basis of the representationsrepresentations and warranties contained herein, warranties and agreements of the Company herein contained and but subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days from (but not the date of the Prospectus obligation) to purchase from the Company purchase, severally and not jointly, up to 240,000 48,000 Additional Shares at the Purchase Price. ▇▇▇▇▇ may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase price per Share date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm SharesShares or later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any On each day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter, acting severally and not jointly, agrees to will purchase that proportion of the number of total Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be then being purchased by the Underwriter as which the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option Shares set forth in Schedule I hereto (subject to purchase Additional Shares such adjustments to eliminate fractional shares as ▇▇▇▇▇ may be exercised at any time within 30 days after the date of the Prospectusdetermine).

Agreements to Sell and Purchase. Upon Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $80.9077 a share (ithe “Purchase Price”) the Company agrees number of Firm Shares (subject to issue and sell an aggregate such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of 1,600,000 Firm Shares to the Underwriters and (ii) the be sold by such Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling Shareholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter bears to the total number of Firm Shares. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Selling Shareholders, severally and not jointly, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,350,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option Any such election to purchase Additional Shares may shall be exercised at any time within 30 days after made in proportion to the date maximum number of the ProspectusAdditional Shares to be sold by each Selling Shareholder as set forth in Schedule II hereto.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the The Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number respective numbers of Firm Shares set forth on Schedules I and II hereto opposite its name at $______ a share (the name "PURCHASE PRICE"). On the basis of such Underwriter the representations and warranties contained in Schedule I hereto. The public offering price per Share shall be $19.25. The this Agreement, and subject to its terms and conditions, the Company hereby also agrees to sell to the UnderwritersU.S. Underwriters the Additional Shares, and, upon and the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the U.S. Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase from the Company purchase, severally and not jointly, up to 240,000 1,100,000 Additional Shares at the purchase price per Share for Purchase Price. If the Firm SharesU.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterU.S. Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Underwriters may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.number

Agreements to Sell and Purchase. Upon Each Seller hereby agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $ a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) certain of the Selling Shareholders severally agree to sell an aggregate 170,084 Firm Shares to the Underwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to 465,525 Additional Shares, of which 232,763 shares are to be issued and sold by the Company and 232,762 shares are to be sold by such Selling Shareholders, each Selling Shareholders Shareholder selling the number of Firm Shares amount set forth opposite such Selling Shareholder’s name in Schedule I hereto, at the Purchase Price. You may exercise this right on Schedule II hereto. Upon the basis behalf of the representations, warranties Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and agreements the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Company and the Selling Shareholders herein contained and subject Firm Shares. On each day, if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (“Common Stock Rights”) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder (including the issuance of shares of Common Stock upon exercise by any Selling Shareholder of any Common Stock Rights to acquire the Shares to be sold hereunder), (B) up to $57,500,000 aggregate principal amount of the Company’s [ ]% Convertible Notes due 2025, (C) the issuance by the Company of shares of Common Stock (i) upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (ii) upon conversion of the Company’s [ ]% Convertible Notes due 2025 or (D) the issuance by the Company of shares of Common Stock or Common Stock Rights (i) pursuant to the Company’s stock option and equity compensation plans outstanding on the date of this Agreement (including but not limited to the Company’s 2005 Stock Equity Incentive Plan), (ii) in connection with any acquisition, partner agreement or strategic agreement, provided that, in each case, each recipient agrees in writing with the Company to be bound to the restrictions set forth in the next succeeding paragraph (and the Company hereby agrees to provide a copy of the agreement containing such restrictions to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and not to waive, amend or terminate such restrictions without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated) or (iii) upon the exercise or conversion of any Common Stock Rights issued pursuant to the foregoing. Each Selling Shareholders hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Common Stock Rights or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the shares to be sold hereunder (including the exercise of any Common Stock Rights to acquire the Shares to be sold hereunder); (B) the exercise of any stock option, warrant or other right to acquire shares of Common Stock, the conversion of a security convertible into Common Stock, or any disposition of shares of Common Stock (i) in lieu of payment of the exercise or conversion price thereof or (ii) to the Company to satisfy any withholding tax obligation in connection with such exercise or conversion; (C) transfers to any member of the immediate family of such Selling Shareholder, to any trust for the direct or indirect benefit of such Selling Shareholder or as bona fide gifts, provided that, in each case, each transferee and the trustee of any such trust, as applicable, agrees to be bound in writing to the restrictions set forth in the preceding paragraph; (D) in the case of Selling Shareholders who are individuals, the transfer of any shares as a result of testate or intestate succession, or in the event that such Selling Shareholder becomes permanently disabled, provided that, in each case, each transferee agrees to be bound in writing to the restrictions set forth in the preceding paragraph; or (E) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Shareholder hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. Upon The Fund hereby agrees, subject to all the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriterseach Underwriter and, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon upon the basis of the representations, warranties and agreements of the Company Fund, the Investment Manager and the Selling Shareholders Sub-Adviser herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders Fund, at a purchase price of $18.095 per Share (the “purchase price 14.325 per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby Fund also agrees agrees, subject to all the terms and conditions set forth herein, to issue and to sell to the Underwriters, Underwriters and, upon the basis of the representations, warranties and agreements of the Company Fund, the Investment Manager and the Sub-Adviser herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days to purchase from the Fund, at a purchase price of $14.325 per Share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 A.M., New York City time, on the 45th day after the date of the Prospectus to purchase from (or if such 45th day shall be a Saturday or a Sunday or a holiday, on the Company next business day thereafter when the New York Stock Exchange (the "NYSE") is open for trading), up to 240,000 an aggregate of [ ] Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are exercise of the over-allotment option, upon the basis of the representations, warranties and agreements of the Fund, the Investment Manager and the Sub-Adviser herein contained and subject to be purchasedall of the other terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Fund the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that which bears approximately the same proportion to the total number of Additional Shares to be purchased by the Underwriter Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein covenants contained in this Agreement, and subject to all the terms and conditions set forth contained herein, the Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the aggregate number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto, subject to adjustment in Schedule I heretoaccordance with Section 7 hereof, at a purchase price of $7.9265 per share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price per Share shall be $19.25after the initial public offering to such extent as you may determine. The In addition, the Company hereby also agrees to sell grants to the Underwritersseveral Underwriters the option to purchase, and, and upon the basis of the representations, warranties and agreements of the Company herein contained covenants, and subject to all the terms and conditions herein set forth hereinforth, the Underwriters shall have the right for 30 days to purchase, severally and not jointly, from the date Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares as may be purchased solely for the purpose of covering necessary to cover over-allotments, if any, allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. If This option may be exercised by UBS Warburg LLC ("UBS WARBURG") and Salomon Smith Barney Inc. ("SALOMON") together, on behalf of the sev▇▇▇▇ ▇▇▇▇▇▇▇▇t▇▇▇ ▇▇ any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be purchaseddelivered (such date and time being herein referred to as the "additional time of purchase"); provided, each Underwriterhowever, severally and that the additional time of purchase shall not jointly, agrees to be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares (subject to such adjustments as you may determine be sold to avoid fractional shares) that each Underwriter shall be the number which bears the same proportion to the total aggregate number of Additional Shares to be being purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule I A hereto bears to the total number of Firm Shares. The over-allotment option Shares (subject, in each case, to purchase Additional Shares such adjustment as you may be exercised at any time within 30 days after the date of the Prospectusdetermine to eliminate fractional shares), subject to adjustment in accordance with Section 7 hereof.

Agreements to Sell and Purchase. Upon Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[·] per share (ithe “Purchase Price”) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares to be sold by all of the Selling Shareholders. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Seller agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, of which [·] shares are to be issued and sold by the Company and [·] shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name on in Schedule II III hereto. Upon , and the basis of Underwriters shall have the representationsright to purchase, warranties severally and agreements of not jointly, up to [·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The ​ ​ Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section ‎5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 7,377,050 Firm Shares to the Underwriters, each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 5.795 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Final Prospectus Supplement to purchase from the Company up to 240,000 1,106,558 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the ProspectusFinal Prospectus Supplement, but no more than once.

Agreements to Sell and Purchase. Upon Each Seller, severally but not jointly, solely on behalf of itself hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $36.48 a Share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions set forth hereinconditions, (i) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters the Company Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 120,000 Company Additional Shares at the Purchase Price and (ii) the Selling Shareholders agree Stockholder agrees to sell to the Underwriters the Selling Stockholder Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 115,000 Selling Stockholder Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an aggregate 170,084 amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the Underwriters, each Selling Shareholders selling date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares set forth opposite nor later than ten business days after the date of such Selling Shareholder’s name on Schedule II heretonotice. Upon Additional Shares may be purchased as provided in Section 5 hereof solely for the basis purpose of covering sales of shares in excess of the representations, warranties and agreements number of the Company and the Selling Shareholders herein contained and subject Firm Shares. On each day, if any, that Additional Shares are to all the terms and conditions set forth hereinbe purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Company hereby agrees that, without the prior written consent of the Manager on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the ProspectusProspectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the grant by the Company of share options and restricted shares under its existing employee stock option plans which are described in the Registration Statements, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Selling Stockholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period. In addition, the Selling Stockholder agrees that, without the prior written consent of the Manager on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by the Selling Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, (i) the Company The Selling Shareholder hereby agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the several Underwriters, and each Selling Shareholders selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon Underwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Shareholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Selling Shareholder the Firm Shares at $50.39 a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees Krat▇ ▇▇▇ee to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of Underwriters the Company herein contained Additional Shares and subject to all the terms Krat▇ ▇▇▇itional Shares, respectively, and conditions set forth herein, the Underwriters shall have the a one-time right for 30 days from the date of the Prospectus to purchase purchase, severally and not jointly, on a pro-rata basis from the Company up and Krat▇ ▇▇ to 240,000 554,968 Additional Shares at the purchase price per Share for Purchase Price. If you, on behalf of the Firm SharesUnderwriters, elect to exercise such option, you shall so notify the Company and Krat▇ ▇▇ writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 6 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 Each Seller hereby agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company in shares of Common Stock or other securities that in either case were acquired in open market transactions after the completion of the offering of the Shares.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth hereinhereinafter stated, (i) agrees, severally and not jointly, to purchase from the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the number respective numbers of Firm Shares set forth in Schedule I hereto opposite such Selling Shareholder’s its name on Schedule II heretoat $80.305705 per share (the “Purchase Price”). Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 970,650 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distribution declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and subject the date on which such Additional Shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the Closing Date for the Firm Shares, or, unless agreed to in writing by the Company, no earlier than two or later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriter on such Option Closing Date as the aggregate number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.

Agreements to Sell and Purchase. Upon The Company hereby agrees to sell to the terms several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the Company at $17.42875 a share (ithe “Purchase Price”) the Company agrees to issue and sell an aggregate of 1,600,000 Firm Shares to the Underwriters and (ii) the Selling Shareholders agree to sell an aggregate 170,084 Firm Shares to the Underwriters, each Selling Shareholders selling the respective number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder’s name on Schedule II heretoUnderwriter. Upon On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of subject to its terms and conditions, the Company agrees to sell to the Underwriters the Option Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 450,000 Option Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Option Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Selling Shareholders herein contained Firm Shares but not payable on such Option Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Option Shares to be purchased by the Underwriters and subject the date on which such shares are to all be purchased. Each purchase date must be at least one business day after the terms written notice is given and conditions set forth hereinmay not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Option Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Option Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders at a purchase price of $18.095 per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The public offering price per Share shall be $19.25. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to 240,000 Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you may determine to avoid fractional sharesdetermine) that bears the same proportion to the total number of Additional Option Shares to be purchased by the Underwriter on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The over-allotment option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus.