Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject On the basis of the representations and warranties contained in this Agreement, and subject to such adjustments as you may determine in order to avoid fractional sharesits terms and conditions, (i) the Company hereby agrees, subject to all the terms and conditions set forth herein, agrees to issue and sell 2,700,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to each Underwriter and, upon sell the basis number of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions Firm Shares set forth herein, opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company, each Seller at a purchase price per share of $__________ per Share (the "purchase price per sharePurchase Price"), ) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the aggregate total number of Firm Shares to be issued and sold by the Company such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such bears to the total number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShares. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon On the basis of the representationsrepresentations and warranties contained in this Agreement, 3 warranties and agreements subject to its terms and conditions, (i) certain of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriteragree, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion sell up to the number of Firm Additional Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the Stockholder's name of such Underwriter in Schedule II hereto and (or such number of Firm Shares increased as set forth in Section 12 hereofii) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretopurchase, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time severally and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (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)not jointly, up to an aggregate of 336,000 660,000 Additional Shares from the those Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees who have agreed to sell upon Additional Shares, at the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Purchase Price. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares which to be purchased pursuant to such exercise and the Underwriters elect to purchase upon date for payment and delivery thereof. The date specified in any exercise of the over-allotment option such notice shall be provided by each Selling Stockholder who a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has agreed to sell Additional Shares in proportion to the respective been given and (iii) no earlier than two business days after such notice has been given. The maximum numbers number of Additional Shares which to be purchased from each such Selling Stockholder has agreed is set forth on Schedule II hereto. If less than the maximum number of Additional Shares are to sellbe purchased hereunder, each of such Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional 3 Shares to be purchased by the Underwriters as the maximum number of Additional Shares to be sold by each of such Selling Stockholders bears to the total number of Additional Shares. Upon If any exercise of the over-allotment optionAdditional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from each such Selling Stockholder who has agreed to sell Additional Shares Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) which bears the same proportion to the total number of Additional Shares to be sold by each purchased from such Selling Stockholder who has agreed to sell Additional Shares Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such I bears to the total number of Firm Shares increased as set forth in Section 12 hereofShares. The Sellers hereby agree, severally and not jointly, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders directors and officers of the Company and (ii) each stockholder of the Company, pursuant to which each such person agrees not to sell offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the Underwriters pursuant to this Agreement have been placed in custody with First City Transfer Company (Agreement, for a period of 180 days after the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each date of the Selling Stockholders appointing Will▇▇▇ ▇. Prospectus without the prior written consent of Dona▇▇▇▇▇, ▇▇fk▇▇ & ▇enr▇▇▇▇ ▇▇▇ John ▇urities Corporation. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (Notwithstanding the "Attorneys-in-Fact"). Each Selling Stockholder agrees that foregoing, during such period (i) the Shares represented by the certificates held in custody Company may grant stock options pursuant to the Custody Agreement are subject to Company's existing stock option plan described in the 4 interests of the Underwriters, the Company Prospectus and each other Selling Stockholder, (ii) the arrangements made by Company may issue shares of its common stock upon the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations exercise of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder an option or by operation of law, whether by the death or incapacity of any Selling Stockholder warrant or the occurrence conversion of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before a security outstanding on the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementdate hereof.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $_______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 690,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company _____________________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ ______________ and ______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other eventevent 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 Shares hereunder, or if the Selling Stockholder is not a natural person, 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 Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $_______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Those Selling Stockholders listed identified in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the such Selling Stockholders listed identified in Part B of Schedule I hereto, at the purchase price per share, pursuant to an a one-time 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 330,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them such Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the that number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each such Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees agrees, severally and solely with respect to the Shares to be sold by such Selling Stockholder hereunder, to sell pursuant to this Agreement have been placed in custody with First City Transfer Chicago Trust Company of New York (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇Robe▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John Davi▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon (a) On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter, agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $______ 25.00 per Share, less $0.50 per Share with respect to 2,215,000 Shares reserved for sale to certain institutions or less $0.7875 per Share with respect to the remaining 5,785,000 shares (the "purchase price per share"“Purchase Price”), the number of Firm Shares set forth opposite such Underwriter’s name on Schedule I. (b) In addition, the Company agrees to issue and sell the Optional Shares to the several Underwriters as provided in this Underwriting Agreement and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company, the Optional Shares at the Purchase Price (the “OverAllotment Option”). (c) If the Over-Allotment Option is exercised, the number of Optional Shares to be purchased by each Underwriter shall be the number of Optional Shares which bears the same proportion ratio to the aggregate number of Firm Optional Shares to be issued and sold by the Company being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 11 hereof) bears to the aggregate number of Firm Shares to be sold being purchased from the Company by the Company and the Selling Stockholders. Subject several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as you the Representatives, in their sole discretion, shall make. (d) The Underwriters may determine exercise the Over-Allotment Option at any time in order whole or, no more than two times, in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions Company. Such notice shall set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Optional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Optional Shares are to be sold by the Company delivered and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agreepaid for, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any the same date and time and from time to time prior to 9:00 P.M., New York City time, on as the 30th Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the fifth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the Prospectus (or, if provisions of Section 11 hereof). Any such 30th day notice shall be given at least two business days prior to the date and time of delivery specified therein. A “business day” means a day other than Saturday or Sunday or a holiday, other day on which the next business day thereafter when the banking institutions in The City of New York Stock Exchange is open for trading), up are authorized or required by law or executive order to remain closed. (e) Each Underwriter represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an aggregate invitation or inducement to engage in investment activity (within the meaning of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters Section 21 of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally Financial Services and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇Markets ▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-“FSMA”)) in connection with the issue or sale of the Shares in circumstances in which Section 21(1) of the FSMA does not apply and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Shares in-Fact", from or otherwise involving the United Kingdom. (f) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Shares to the public in that Relevant Member State other than: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Representatives for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Shares shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. Each Selling Stockholder For the purposes of this subsection (c), the expression an “offer of Shares to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (g) The Company acknowledges and agrees that (i) the purchase and sale of the Shares represented by the certificates held in custody pursuant to this Agreement, including the Custody Agreement are subject to determination of the 4 interests public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the Company and each other Selling Stockholderhand, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Shares to be sold hereunder by such Selling StockholderCompany or its stockholders, to make delivery creditors, employees or any other party, (iii) each Underwriter has not assumed nor will it assume an advisory or fiduciary responsibility in favor of the certificates for Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such SharesUnderwriter has advised or is currently advising the Company on other matters) and each Underwriter has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, to receive the proceeds (iv) each Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderCompany, and (v) each Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to take such other action as may be necessary or desirable in connection with the transactions offering contemplated by this Agreement. Each Attorney-in-Fact agrees hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to perform his duties under the Custody Agreementextent it deemed appropriate.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, (a) Each of the Company and the Selling Shareholders, severally and not jointly, hereby agrees, subject agrees to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Stockholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase or procure the purchase from the Company, at a purchase price of $______ per Share (Company and the "purchase price per share")Selling Shareholders, the number respective numbers of Firm Shares which bears ADSs (to be adjusted by the same proportion Global Coordinators so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares ADSs to be issued and sold hereunder by the Company or such Selling Shareholder, as the case may be, by a fraction, the numerator of which is the aggregate number of Firm Shares ADSs to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule II hereto (hereto, in the case of a U.S. Underwriter, or such number Schedule III hereto, in the case of Firm Shares increased as set forth in Section 12 hereof) bears to an International Underwriter, and the denominator of which is the aggregate number of Firm Shares ADSs to be sold purchased by all of the Underwriters from the Company and the Selling StockholdersShareholders hereunder at US$[·] per ADS (the “ADS Purchase Price”). Subject The Underwriters may, in their discretion, require that Shares be delivered in lieu of such Firm ADSs. The purchase price per Share shall be HK$[·], or US$[·] at an agreed exchange rate of HK$1.00 to such adjustments as you may determine in order to avoid fractional sharesUS$[·] (the “Share Purchase Price,” and together with the ADS Purchase Price, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon “Purchase Price”). (b) On the basis of the representationsrepresentations and warranties contained in this Agreement, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the its terms and conditions set forth hereinconditions, each Underwriterthe Company agrees to sell to the U.S. Underwriters and International Underwriters up to [·] Additional ADSs, and such Underwriters shall have a right to purchase, severally and not jointly, agrees up to purchase from each Selling Stockholder [·] Additional ADSs, at the purchase price per share ADS Purchase Price (or, in the event that number of Firm the Global Coordinators request that Shares which bears the same proportion to the number of Firm Shares set forth opposite the name be delivered in lieu of such Selling Stockholder Additional ADSs, at the Share Purchase Price). In addition, on the basis of the representations and warranties contained in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears this Agreement, and subject to the aggregate number of Firm Shares to be sold by the Company its terms and conditions, the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also Shareholders agree, subject to all the terms severally and conditions set forth hereinnot jointly, to sell to the U.S. Underwriters and International Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 [·] Additional ADSs and such Underwriters shall have a right to purchase, severally and not jointly, up to [·] Additional ADSs, at the ADS Purchase Price (or, in the event that the Global Coordinators request that Shares from be delivered in lieu of such Additional ADSs, at the Share Purchase Price). If the Global Coordinators, on behalf of the Underwriters, elect to exercise such option, the Global Coordinators shall so notify the Company and the Selling Stockholders listed Shareholders in Part B writing not later than 30 days after the date of Schedule I hereto (this Agreement, which notice shall specify the maximum number of Additional Shares which each of them agrees ADSs to sell upon the exercise be purchased by the Underwriters and the date on which such Additional ADSs are to be purchased. Such date of the over-allotment option is set forth opposite their respective names in Part B purchase of Schedule I). Additional Shares ADSs may be purchased only the same as the Closing Date (as defined below) but in no event earlier than the Closing Date or two business days after the date of such notice nor later than ten business days after the date of such notice. The option hereby granted may be exercised in whole or from time to time in part solely for the purpose of covering over-allotments made in connection with the offering Global Offering of the Firm SharesADSs. The number of If any Additional Shares which the Underwriters elect ADSs are to purchase upon be purchased in any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionexercise, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of such Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Global Coordinators may determine in order to avoid fractional sharesdetermine) which that bears the same proportion to the total number of Additional Shares ADSs to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased in any exercise as the number of Firm Shares ADSs set forth opposite the name of such Underwriter in Schedule II hereto (or such Schedule III hereto, as the case may be, bears to the total number of Firm Shares increased ADSs, with the number of such Additional ADSs to be purchased by such Underwriter in such exercise from each of the Company and the Selling Shareholders (subject to such adjustments to eliminate fractional shares as set forth the Global Coordinators may determine) being that which bears the same proportion to the total number of Additional ADSs to be purchased by such Underwriter in Section 12 hereof) such exercise as the total number of Firm ADSs to be purchased by all Underwriters from the Company or such Selling Shareholder, as the case may be, bears to the aggregate total number of Firm Shares to be sold by ADSs. The Global Coordinators in their sole discretion shall have the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that authority (i) to exercise the over-allotment option on behalf of the Underwriters and (ii) to allocate the Additional ADSs among the U.S. Offering and the International Offering to cover any over-allotments. (c) As noted in Sections 3(a) and 3(b) above, the Underwriters or, in the case of Additional ADSs, the Global Coordinators, may, in their discretion, require that Shares represented be delivered in lieu of Firm ADSs or Additional ADSs, at the Share Purchase Price which is expressed in Hong Kong dollars. (d) It is understood and agreed by the certificates held in custody pursuant parties hereto that the Underwriters may satisfy their obligations to the Custody Agreement are subject to the 4 interests purchase any or all of the Underwriters, ADSs or Shares hereunder by procuring on behalf of the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates Shareholders purchasers for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such ADSs and/or Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementrespectively.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares(a) The Selling Stockholders hereby agree, the Company hereby agrees, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell to each Underwriter andof the Underwriters, and each of the Underwriters agrees, severally and not jointly, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements but subject to the conditions hereinafter stated, to purchase from each of the Company and the Selling Stockholders herein contained and subject at a purchase price of $19.4375 a share (the “Purchase Price”) the number of Firm Shares (to all be adjusted by you so as to eliminate fractional shares) determined by multiplying the terms and conditions aggregate number of Firm Shares to be sold by each Selling Stockholder as set forth hereinin Schedule II hereof opposite its respective name by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder. (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each Underwriter of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the CompanySelling Stockholders, at a purchase price of $______ per Share (the "purchase price per share")share set forth in clause (a) of this Section 3, that portion of the number of Firm Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which bears the same proportion such Underwriter is entitled to the aggregate number of Firm Shares to be issued and sold by the Company purchase as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such and the denominator of which is the maximum number of Firm Optional Shares increased that all of the Underwriters are entitled to purchase hereunder. (c) The Selling Stockholders, as set forth in Section 12 hereof) bears and to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine extent indicated in order to avoid fractional sharesSchedule II hereto, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriterhereby grant, severally and not jointly, agrees to the Underwriters the right to purchase from each Selling Stockholder at their election up to 0 Optional Shares, at the purchase price per share that set forth in Section 3(a) above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares which bears the same shall be made in proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Optional Shares to be sold by each Selling Stockholder who has agreed Stockholder. Any such election to sell Additional purchase Optional Shares as may be exercised only by written notice from you to the number Selling Stockholders, given within a period of Firm Shares set 30 calendar days after the date of this Agreement and setting forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Optional Shares to be sold purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the Selling Stockholders. Certificates First Closing Date (as defined in transferable form for the Shares (including any Additional SharesSection 5 hereof) which each of or, unless you and the Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. (d) The Company and each Selling Shareholder hereby agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (that, without the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power prior written consent of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇, ▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (& Co., it will not, during the "Attorneys-in-Fact"). Each Selling Stockholder agrees that period ending 45 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; (ii) file any registration statement with the Shares represented by the certificates held in custody pursuant Commission relating to the Custody Agreement are subject 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 the 4 interests another, in whole or in part, any of the Underwriterseconomic consequences of ownership of the Common Stock, the Company and each other Selling Stockholderwhether any such transaction described in clause (i), (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and 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 the obligations issuance by the Company of shares of Common Stock, any option to purchase shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to directors, officers and employees of the Selling Stockholders hereunder Company and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder its subsidiaries pursuant to bonus, option, incentive, employee stock purchase or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery compensatory plans of the Shares hereunder, certificates for Company existing on the Shares of such Selling Stockholder shall be delivered date hereof that are described in the Pricing Disclosure Package or filed as an exhibit to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementRegistration Statement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $________ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 255,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company Norwest Bank Minnesota, N.A. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, (i) Each of the Company and the Selling Shareholder, severally and not jointly, hereby agrees, subject agrees to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company and the Selling Stockholders herein contained and but subject to all the terms and conditions set forth hereinhereinafter stated, each Underwriter agrees, severally and not jointly, to purchase or procure the purchase from the CompanyCompany and the Selling Shareholder, the respective numbers of Firm ADSs set forth in Schedules I and II hereto opposite its name at a purchase price of $______ U.S.$. per Share ADS (the "ADS Purchase Price"). The Underwriters may, in their discretion, require that Shares be delivered in lieu of such Firm ADSs. The purchase price per shareShare shall be Hong Kong $. (the "Share Purchase Price," and with the ADS Purchase Price, the "Purchase Price"). [Any Hong Kong Securities and Futures Commission (the "SFC") transaction levy, investor compensation levy and HKSE trading fee payable on Shares underlying the number ADSs or Shares delivered in lieu of Firm Shares which bears ADSs pursuant to Section 3(c) below in the same proportion to U.S. Offering and the aggregate number International Offering (for the avoidance of Firm Shares to be issued and sold by doubt, including in the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as circumstances set forth in Section 12 hereof3(e) bears to the aggregate number of Firm Shares to below) shall be sold paid by the Company and the Selling Stockholders. Subject to such adjustments as you may determine Shareholder in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis respect of the representationsADSs or Shares sold by them, 3 warranties and agreements of the Company and the Selling Stockholders herein Shareholder hereby authorize the Underwriters to deduct for each Share sold by them (including Shares represented by the ADSs) an amount equal to such SFC transaction levy, investor compensation levy and HKSE trading fee (equal to 0.005%, 0.002% and 0.005%, respectively, of the price to be paid by public investors in the Hong Kong Public Offering per H Share) from the proceeds of the U.S. Offering and International Offering in respect of the ADSs or Shares sold by them, and the Underwriters shall pay such amount to the HKSE.] (ii) Notwithstanding the foregoing provisions of this Section 3(a), it is understood that . ADSs, representing . H Shares intended to be sold to the Corporate Investors identified in Schedule III are being severally underwritten by the International Underwriters in the form of Shares or ADSs as part of the International Offering at the Share Purchase Price or the ADS Purchase Price. (b) On the basis of the representations and warranties contained in this Agreement, and subject to all the its terms and conditions set forth hereinconditions, each Underwriterthe Company and the Selling Shareholder hereby grant an option to the U.S. Underwriters and International Underwriters to purchase, severally and not jointly, agrees up to purchase from each Selling Stockholder . Optional ADSs at the ADS Purchase Price. The Global Coordinators, may, in their discretion, require that Shares be delivered in lieu of such Optional ADSs, and the purchase price per share that number of Firm Shares which bears Share shall be the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShare Purchase Price. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per share, pursuant to an option (the "over-allotment option") which hereby granted may be exercised at any time and in whole or from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only part solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. If the Global Coordinators, on behalf of the Underwriters, elect to exercise such option, the Global Coordinators shall so notify the Company and the Selling Shareholder in writing from time to time not later than 30 days after the date on which dealing of ADSs commences on the NYSE or dealing of H Shares commences on the HKSE, whichever is earlier, which notice shall specify the number of Optional ADSs as to which the several Underwriters are exercising the option and the date on which such Optional ADSs are to be purchased. Such date of purchase of Optional ADSs may be the same as the First Closing Time (as defined below) but in no event earlier than the First Closing Time nor later than [ten] business days after the date of such notice. The maximum number of Additional Shares which Optional ADSs to be sold by the Company is . and the maximum number of Optional ADSs to be sold by the Selling Shareholder is .. In the event the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the less than their full over-allotment option, the respective number of Optional ADSs to be sold by the Company and the Selling Shareholder shall be, as nearly as practicable to eliminate fractional shares, in the same proportion to the total number of Optional Shares being sold as the respective maximum number of Optional ADSs to be sold by the Company and the Selling Shareholder bears to the total of such maximum numbers. If any Optional ADSs are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares such Optional ADSs (subject to such adjustments to eliminate fractional shares as you the Global Coordinators may determine in order to avoid fractional sharesdetermine) which that bears the same proportion to the total number of Additional Shares Optional ADSs to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased as the number of Firm Shares ADSs set forth in Schedules I or II hereto, respectively, opposite the name of such Underwriter in Schedule II hereto (or such bears to the total number of Firm Shares increased as set forth ADSs. The Global Coordinators in Section 12 hereof) bears to their sole discretion shall have the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that authority (i) to exercise the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests over-allotment option on behalf of the Underwriters, the Company Underwriters and each other Selling Stockholder, (ii) to allocate the arrangements made by Optional ADSs among the Selling Stockholders for such custody areU.S. Offering and the International Offering to cover any over-allotments. (c) As noted in Sections 3(a) and 3(b) above, except as specifically provided the Underwriters or, in the Custody Agreementcase of Optional ADSs, irrevocablethe Global Coordinators, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of lawmay, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the in their discretion, require that Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to in lieu of Firm ADSs or Optional ADSs at the Underwriters by Share Purchase Price which is expressed in Hong Kong dollars. The parties hereto agree and acknowledge that the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of price for each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares H Share to be sold hereunder by such Selling Stockholder, to make delivery of offered in the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses Hong Kong Public Offering to be borne paid by such Selling Stockholder public investors in connection Hong Kong, will, together with a 1% brokerage fee, a 0.005% SFC transaction levy, a 0.002% investor compensation levy and a 0.005% HKSE trading fee and subject to any necessary rounding, be the sale and public offering of such Shares, to distribute same as the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable price per Share in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.U.S.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter Manager and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter Manager agrees, severally and not jointly, to purchase from the Companyeach Selling Stockholder, at a purchase price of $______ per Share share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company The Bank of New York (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇two representatives designated by Sara ▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇dservice Holdings, Inc. and Sara ▇▇▇ ▇▇▇ndation (collectively, the "Sara ▇▇▇ ▇▇▇ling Stockholders"), as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other eventManagers. If any Selling Stockholder that is a natural person shall die or be incapacitated or, with respect to any Selling Stockholder that is not a natural person, a liquidation, dissolution, winding up or if any other similar event (a "Liquidation") shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters Managers by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event Liquidation had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter Manager shall have received notice of such death, incapacity or other eventLiquidation. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.Selling

Agreements to Sell and Purchase. Subject to such adjustments as you may determine The Company and the Selling Shareholder (in order to avoid fractional sharesaccordance with Schedule II hereof) hereby agree, the Company hereby agrees, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell the Firm Shares to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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, Company and the Selling Shareholder at a purchase price of $______ per Share (the "purchase price per shareShare"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 12 11 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders). The Selling Stockholders listed in Part B of Schedule I hereto Company hereby also agree, subject to all the terms and conditions set forth herein, agrees to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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 Selling Stockholders listed Company up to an aggregate of 300,000 Additional Shares (in Part B of accordance with Schedule I hereto, II hereof) at the purchase price per share, pursuant to an option (Share for 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the total number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 12 11 hereof) bears to the aggregate total number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all Upon the terms and conditions set forth herein, to (i) the Company agrees to, in accordance with this Agreement, issue and sell an aggregate of [ ] Company ADSs to the Underwriters and (ii) each Underwriter andof the Selling Shareholders, upon whether pursuant to this agreement and/or the Selling Shareholder Agreement, severally and not jointly, agrees to sell, in accordance with this Agreement, an aggregate of [ ] Selling Shareholder ADSs to the Underwriters, each Selling Shareholder selling the number of Selling Shareholder ADSs set forth opposite such Selling Shareholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of each of the Company and the Selling Stockholders 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, Company and the Selling Shareholders at a purchase price of $______ [ ] per Share ADS (the "“purchase price per share"ADS”), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears I hereto. The Selling Shareholders also agree, whether pursuant to the aggregate number of Firm Shares to be sold by the Company and this agreement and/or the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterShareholder Agreement, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and Selling Shareholders herein contained or contained in the Selling Stockholders herein contained Shareholder Agreement, and subject to all the terms and conditions set forth hereinherein and therein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (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)Shareholders, up to an aggregate of 336,000 [ ] Additional Shares from Securities at the Selling Stockholders listed in Part B of Schedule I hereto (purchase price per ADS for the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Securities. The Additional Shares Securities may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm SharesSecurities. The number of If any Additional Shares which the Underwriters elect Securities are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder who has agreed to sell Additional Shares Shareholders that proportion of the total number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) Securities then being purchased which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate total number of Firm Shares Additional Securities or, in the event of a partial exercise of the option, a smaller number of Additional Securities that reflects the pro rata reduction in the number of Additional Securities to be sold by in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional ADSs). The option to purchase Additional Securities may be exercised, in whole or in part, at any time within 30 days after the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each date of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the UnderwritersProspectus, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementbut no more than once.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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 U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $___$ ___ per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon Upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders 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, each UnderwriterSelling Stockholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder Stockholder, at the purchase price per share that share, the number of Firm Shares which that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein contained and subject to all the terms and conditions set forth herein, the Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M.5:00 p.m., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 2,520,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company [Name of Custodian] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ _____________ and ___________ as agents and attorneys-in-fact (the "Attorneys-Attorneys- in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other eventevent 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 Shares hereunder, or if the Selling Stockholder is not a natural person, if such selling Stockholder 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 Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made.

Agreements to Sell and Purchase. Subject The Company hereby agrees to such adjustments as you may determine in order to avoid fractional shares, sell the Company hereby agrees, subject to all the terms and conditions Firm Share number of Shareholder Firm Shares as is set forth hereinopposite such Selling Shareholder's name on Schedule II hereto, to issue and sell to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (Company and the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as Selling Shareholders the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 12 10 hereof) bears to ), at a purchase price of $_____ per Share (the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the "purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShare"). The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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 upon which the Registration Statement is declared effective by the Commission to purchase from the Company or the Selling Stockholders listed in Part B Shareholders, from time to time, and the Company and the Selling Shareholders agree to sell to the Underwriters subject to the conditions set forth below, any or all of Schedule I hereto, the Additional Shares at the purchase price per share, pursuant to an option (Share for 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 30th day after the date of the Prospectus (orFirm Shares. The Additional Shares shall, if such 30th day shall be a Saturday or Sunday or a holidaypurchased, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the total number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 12 10 hereof) bears to the aggregate total number of Firm Shares to be sold by Shares. Of the Additional Shares, the Selling StockholdersShareholders will, at their sole discretion, sell up to 200,000 shares and the Company will sell up to 400,000 shares, plus any of the 200,000 shares that the Selling Shareholders elect not to sell. Certificates in transferable form for The exercise of the Underwriters over-allotment option as to only a portion of the Additional Shares (including any Additional Shares) which each will not affect the right of the Selling Stockholders agrees Shareholders to elect to sell pursuant up to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for 200,000 such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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 U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ $ per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon Upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders 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, each UnderwriterSelling Shareholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder, at the purchase price per share that share, the number of Firm Shares which that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein contained and subject to all the terms and conditions set forth herein, the Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M.5:00 p.m., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 [ ] Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sellCompany. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which that bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares the Company as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling StockholdersCompany. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company [ ] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders Shareholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the U.S. Underwriters, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity of any Selling Stockholder Shareholder or the occurrence of any other eventevent or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Stockholder Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersShareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling StockholderShareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderShareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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 U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $___$ ___ per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon Upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders 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, each UnderwriterSelling Stockholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder Stockholder, at the purchase price per share that share, the number of Firm Shares which that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein contained and subject to all the terms and conditions set forth herein, the Company also agrees to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M.5:00 p.m., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 2,520,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇ ▇▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other eventevent 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 Shares hereunder, or if the Selling Stockholder is not a natural person, if such selling Stockholder 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 Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-Attorney- in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, (iii) any dealer to whom it may sell any Shares will represent that it is not purchasing for the account of anyone other than a U.S. or Canadian Person or to any other dealer who does not so represent and agree and (iv) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $________ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Part A of Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 315,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company Norwest Bank Minnesota, N.A. (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional sharesShares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional sharesShares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 450,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-over- allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional sharesShares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Sellers 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, at a purchase price of $______ $ per Share share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersSellers. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Sellers herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, Underwriter agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of each such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers. The Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company and the Selling Stockholders listed in Part B of Schedule I heretoStockholders, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised exercised, in whole or in part, at any time and from time to time prior to 9:00 P.M.p.m., New York City Nashville, Tennessee time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 375,000 Additional Shares of which up to an aggregate of 229,410 may be purchased from the Company and of which up to an aggregate of 145,590 may be purchased from the Selling Stockholders listed in Part B of Schedule I hereto (the Stockholders. The maximum number of Additional Shares which subject to sale by each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is Selling Stockholder shall be as set forth opposite their respective names in Part B the name of such Selling Stockholder on Schedule I)I hereto. Additional Shares may be purchased only for the purpose of covering solely to cover over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder who has agreed to sell Additional Shares Stockholder, on a pro rata basis, the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 10 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling StockholdersShares. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company [name] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing WillMark ▇. ▇▇▇▇▇▇ ▇▇▇ Kenn▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each the other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of to be sold by such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact represents that he is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses expense to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action actions as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his its duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 320,788 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares the Company in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.which

Agreements to Sell and Purchase. Subject On the basis of the representations and warranties contained in this Agreement, and subject to such adjustments as you may determine in order to avoid fractional sharesits terms and conditions, (i) the Company hereby agrees, subject to all the terms and conditions set forth herein, agrees to issue and sell 3,000,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to each Underwriter and, upon sell the basis number of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions Firm Shares set forth herein, opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company, each Seller at a purchase price per share of $______ per Share (the "purchase price per sharePurchase Price"), ) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the aggregate total number of Firm Shares to be issued and sold by the Company such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such 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, (i) each Selling Stockholder agrees to sell up to the number of Additional Shares increased as set forth opposite such Selling Stockholder's name on Schedule II hereto and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate 550,000 Additional Shares from the Selling Stockholders at the Purchase Price. The Additional Shares may be purchased solely for the purpose of covering over- allotments made in Section 12 hereofconnection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase the Additional Shares in whole or in part from time to time by giving written notice thereof to either Attorney-in-Fact (as hereinafter defined) bears to within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Firm Additional Shares to be sold by the Company purchased pursuant to such exercise and the Selling Stockholdersdate for payment and delivery thereof. Subject 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) no earlier than two business days after such notice has been given. If any Additional Shares are to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth hereinbe purchased, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder at Stockholders the purchase price per share that number of Firm Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as II bears to the total number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also Sellers hereby agree, subject to all severally and not jointly, and the terms and conditions set forth hereinCompany shall, to sell to concurrently with the Underwritersexecution of this Agreement, and, upon the basis deliver an agreement executed by (i) each of the representations, warranties directors and agreements officers of the Company who is not a Selling Stockholder and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders (ii) each stockholder listed in Part B of Schedule on Annex I hereto, at the purchase price per share, pursuant to an which each such person agrees, not to offer, sell, contract to sell, grant any option (to purchase, or otherwise dispose of any common stock of the "over-allotment option") which may be exercised at Company or any time and from time securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to time prior the Underwriters pursuant to 9:00 P.M.this Agreement, New York City time, on the 30th day for a period of 180 days after the date of the Prospectus (orwithout the prior written consent of ▇▇▇▇▇▇▇▇▇, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇Securities Corporation. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (Notwithstanding the "Attorneys-in-Fact"). Each Selling Stockholder agrees that foregoing, during such period (i) the Shares represented by the certificates held in custody Company may grant stock options pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company Company's existing stock option plans and each other Selling Stockholder, (ii) the arrangements made by Company may issue shares of its common stock upon the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations exercise of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder an option or by operation of law, whether by the death or incapacity of any Selling Stockholder warrant or the occurrence conversion of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before a security outstanding on the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementdate hereof.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine On the basis of the representations and warranties contained in order to avoid fractional sharesthis Agreement, the Company hereby agrees, and subject to all the terms and conditions set forth hereinhereof, (i) the Company agrees to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company Underwriters 2,000,000 Firm Shares and the Selling Stockholders herein contained Shareholders severally and subject not jointly agree to all sell to the terms Underwriters 1,500,000 Firm Shares, at a price of $_____ per Share (the "Purchase Price"); and conditions set forth herein, (ii) each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of $______ per Share (the "purchase price per share")Purchase Price, the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number hereto. On the basis of Firm Shares increased as set forth the representations and warranties contained in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company this Agreement, and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth hereinhereof, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of (i) the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 525,000 Additional Shares; and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, (ii) the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretopurchase, at the purchase price per shareseverally and not jointly, 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 525,000 Additional Shares from at the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Purchase Price. Additional Shares may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine in order to avoid fractional sharesdetermine) which that bears the same proportion to the total number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such bears to the total number of Firm Shares. The Company is advised by you that the Underwriters propose to make a public offering of their prospective portions of the Shares increased as set forth soon after the Registration Statement and this Agreement become effective as in Section 12 hereof) bears your judgment is advisable. The Company is further advised that the Underwriters propose to offer the Shares to the aggregate number public initially at $____ per share and to certain dealers selected by you at a price that represents a concession not in excess of Firm Shares $____ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession not in excess of $____ a share, to any Underwriter or to certain other dealers. The Company is further advised that after the initial public offering, the price to the public, the concession and the discount to dealers may be sold by changed. For a period of 180 days from the Selling Stockholders. Certificates in transferable form for date this Agreement becomes effective, the Shares (including any Additional Shares) which each Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Selling Stockholders agrees Underwriters (1) offer, pledge, sell, contract to sell, sell pursuant any option or contract to this Agreement have been placed in custody with First City Transfer Company 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 (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power other than 1,356,998 shares of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody Common Stock issuable pursuant to the Custody 1987, 1991 and 1994 Stock Option Plans described in the Prospectus and 183,690 shares of Common Stock issuable under the Stock Purchase Plan described in the Prospectus), or (2) enter into any swap or other agreement that transfers, 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. For a period of 180 days from the date this Agreement are subject to becomes effective, the 4 interests Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters, file a registration statement relating to shares of capital stock (including the Company and each other Selling StockholderCommon Stock) or securities convertible into or exercisable or exchangeable for, (ii) capital stock or warrants, options or rights to purchase or acquire, capital stock. For a period of 180 days from the arrangements made by date this Agreement becomes effective, the Selling Stockholders Shareholders will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (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, 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 agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such custody aretransaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, except as specifically provided in cash or otherwise; provided, however, that this clause shall not apply to the Custody Agreementtransactions expressly contemplated hereby involving the Firm Shares or to transfers of Common Stock to partnerships, irrevocablelimited liability companies, trusts or similar entities organized for the exclusive benefit of family members of the grantors and (iii) the obligations beneficiaries of the Selling Stockholders hereunder Shareholders for financial and under the Custody Agreement shall not be terminated by estate planning purposes so long as any act transferee that receives Common Stock as a result of such Selling Stockholder or by operation of law, whether transfer shall agree upon such transfer to be bound by the death or incapacity terms of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder this paragraph and shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions capable of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementbeing so bound.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Sellers 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, at a purchase price of $______ $ per Share share (the "purchase price per share"), the that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersSellers. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Sellers herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersSellers. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.9:00

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company and the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per share, pursuant to an a one-time 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 _______ Additional Shares from the Company and up to an aggregate of ________ shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by the Company and by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which the Company and each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Company and Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees agrees, severally and solely with respect to the Shares to be sold by such Selling Stockholder hereunder, to sell pursuant to this Agreement have been placed in custody with First City Transfer Company _______________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ ____________ and ____________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.this

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder Stockholder, at the purchase price per share share, that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 230,295 Additional Shares from the Company and up to an aggregate of 1,044,705 Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by the Company and by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers order indicated in Part B of Additional Shares which each such Selling Stockholder has agreed to sell. Schedule I. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided exercise in the Custody Agreement, irrevocable, and (iii) the obligations order indicated in Part B of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered Schedule I. Pursuant to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurredAgreement, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Sharesprice per share, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees has agreed to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine The Company and the Selling Shareholder (in order to avoid fractional sharesaccordance with Schedule II hereof) hereby agree, the Company hereby agrees, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell the Firm Shares to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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, Company and the Selling Shareholder at a purchase price of $______ per Share (the "purchase price per shareShare"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 12 11 hereof) bears to the aggregate number of Firm Shares to be sold by the ). The Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterShareholder hereby also agree, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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 and the Selling Stockholders listed Shareholder up to an aggregate of 750,000 Additional Shares (in Part B of accordance with Schedule I hereto, II hereof) at the purchase price per share, pursuant to an option (Share for 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the total number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 12 11 hereof) bears to the total number of Firm Shares. Upon any election by the Underwriters to purchase less than all the Additional Shares, the aggregate number of Firm Additional Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, purchased from the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations aggregate number of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder purchased from the Selling Shareholder by such Selling Stockholder, to make delivery all the Underwriters shall be in the same proportion as the maximum number of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as Additional Shares that may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.purchased from the

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the The Company hereby agrees, upon the terms and subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company Enbridge Entities and the Selling Stockholders Enbridge herein contained and upon the terms and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ 28.02 per Share (the "purchase price per share"“Purchase Price Per Share”), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 11 hereof) bears to the aggregate number of Firm Shares to be sold by the ). The Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder also hereby agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained terms and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 Enbridge Entities and the Selling Stockholders Enbridge herein contained and upon the terms and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, Company at the purchase price per sharePurchase Price Per Share, pursuant to an option (the "over-allotment “option"”) which that may be exercised at any time and from time to time prior to 9:00 P.M.p.m., New York City time, on the 30th day after the date of the Final Prospectus (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 (“NYSE”) is open for trading), up to an aggregate of 336,000 1,000,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional sharesShares) which that bears the same proportion to the aggregate number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 11 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject Each Seller, severally and not jointly, hereby agrees to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, upon the basis of the representationsrepresentations 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. (a) On the basis of the representations and warranties contained in this Agreement, and agreements subject to its terms and conditions, the Selling Stockholders, severally and not jointly, agree to sell to the Underwriters up to such number of Additional Shares, set forth opposite the Seller’s name in Schedule I hereto under the heading “Additional Shares” (each Seller selling such number of Additional Shares equal to the product obtained by multiplying (i) the total number of Additional Shares for which the Underwriters exercise their option pursuant to this Section 3 and (ii) a fraction, the numerator of which is the number of Additional Shares set forth opposite such Seller’s name in Schedule I hereto under the heading “Additional Shares” and the denominator of which is the total number of Additional Shares) and the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate of [•] 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. 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 and the Selling Stockholders herein contained 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 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) which that bears the same proportion to the total number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased 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 II hereto (or such bears to the total number of Firm Shares increased as set forth in Section 12 hereofShares. (b) bears to The Company hereby agrees that, without the aggregate number prior written consent of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests on behalf of the Underwriters, it will not, during the Company and each other Selling Stockholderperiod ending 90 days after the date of the Prospectus (the “Restricted Period”), (ii1) 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 under the arrangements made Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, 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 Selling Stockholders Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such custody are, except as specifically provided Common Stock. (c) The restrictions contained in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement preceding paragraph shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered apply to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of (a) the Shares to be sold hereunder hereunder, (b) the issuance by such Selling Stockholderthe Company of shares of Common Stock upon the conversion of a security outstanding on the date hereof or the exercise of an option or warrant (or other issuance of shares) pursuant to equity plans disclosed in the Time of Sale Prospectus, (c) the issuance by the Company of shares or options to make delivery purchase shares of Common Stock (or the certificates grant of restricted stock units or other rights to acquire shares) pursuant to the Company’s equity plans disclosed in the Time of Sale Prospectus, (d) the filing by the Company of a registration statement on Form S-8 or a successor form thereto pursuant to equity plans disclosed in the Time of Sale Prospectus, (e) the entry into an agreement providing for such Shares, to receive the proceeds issuance by the Company of the sale shares of such Shares, to give receipts Common Stock or any security convertible into or exercisable for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder shares of Common Stock in connection with the sale and public offering acquisition by the Company or any of such Sharesits subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to distribute an employee benefit plan assumed by the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clause (e), the aggregate number of shares of Common Stock that the Company may sell or issue pursuant to clause (e) shall not exceed 10% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement. Each Attorneyagreement and each recipient enters into a lock-inup agreement substantially in the form attached as Exhibit A hereto, (f) the repurchase by the Company of shares of Common Stock issued pursuant to an employee benefit plan disclosed in the Time of Sale Prospectus or pursuant to agreements pursuant to which such Shares were issued as disclosed in the Time of Sale Prospectus or (g) the establishment or amendment by the Company of a trading plan pursuant to Rule 10b5-Fact agrees to perform his duties 1 under the Custody AgreementExchange 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.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per shareShare"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder Shareholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Shareholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder at the purchase price per share Share, that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. The Selling Stockholders Shareholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders Shareholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders Shareholders listed in Part B of Schedule I hereto, at the purchase price per shareShare, 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 555,000 Additional Shares from the Selling Stockholders Shareholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule II hereto). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder Shareholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed the Underwriters pursuant to sell Additional Shares such exercise of the over-allotment option as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company __________________________(the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders Shareholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ ______________ and ______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity of any Selling Stockholder Shareholder or the occurrence of any other event. If any Selling Stockholder Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersShareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling StockholderShareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderShareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per sharePurchase Price Per Share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share Purchase Price Per Share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, Company at the purchase price per sharePurchase Price Per Share, pursuant to an option (the "over-allotment option") which ), up to an aggregate of 172,500 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The over-allotment option may be exercised as to all or any part of the Additional Shares at any time and from time to time prior to the Closing Date, but on only one (1) occasion after the Closing Date, upon written notice given as provided below at any time prior to 9:00 P.M.p.m., New York City time, on the 30th day after the date of the Prospectus (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). Smit▇ ▇▇▇▇▇▇ ▇▇▇. may exercise the over- allotment option by giving written notice of such exercise to the Company by facsimile at (202) ▇▇▇-▇▇▇▇ ▇▇ to the address specified in Section 15 hereof, up to an aggregate of 336,000 Additional Shares from setting forth the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees as to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the several Underwriters elect to purchase upon any exercise are exercising the option and the time and date for delivery of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell and payment for such Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sellShares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company ______________ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ Ron ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John Harr▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Stockholder 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, at a purchase price of $______ [ ] per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersStockholder. Subject to such adjustments as you may determine in order to avoid fractional shares, each the Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Stockholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite to be sold by the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersStockholder. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders Stockholder herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 570,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of Company and the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject The Company hereby agrees to such adjustments as you may determine in order to avoid fractional shares, sell the Company Firm Shares, and each Selling Stockholder hereby agrees, subject agrees to all the terms and conditions sell such number of Stockholder Firm Shares as is set forth hereinopposite such Selling Stockholder's name on Schedule I to this Agreement, to issue and sell to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained in this Agreement and subject to all the terms and conditions set forth hereinin this Agreement, each Underwriter agrees, severally and not jointly, to purchase from the Company, Company and the Selling Stockholders at a purchase price of $______ per Share (the "purchase price per shareShare"), the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Company also agrees to sell to the Underwriters, and upon the basis of the representations, warranties and agreements of the Company contained in this Agreement and subject to all the terms and conditions set forth in this Agreement, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company, up to 394,917 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) which bears the same proportion to the aggregate total number of Firm Additional Shares to be issued and sold purchased by the Company Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such I to this Agreement bears to the total number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject On the basis of the representations and warranties contained in this Agreement, and subject to such adjustments as you may determine in order to avoid fractional sharesits terms and conditions, (i) the Company hereby agrees, subject to all the terms and conditions set forth herein, agrees to issue and sell 2,000,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to each Underwriter and, upon sell the basis number of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions Firm Shares set forth herein, opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company, each Seller at a purchase price per share of $______ per Share $ (the "purchase price per sharePurchase Price"), ) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the aggregate total number of Firm Shares to be issued and sold by the Company such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such bears to the total number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShares. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon On the basis of the representationsrepresentations and warranties contained in this Agreement, 3 warranties and agreements of subject to its terms and conditions, (i) the Company agrees to issue and sell up to Additional Shares, (ii) certain of the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriteragree, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion sell up to the number of Firm Additional Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the Stockholder's name of such Underwriter in Schedule II hereto and (or such number of Firm Shares increased as set forth in Section 12 hereofiii) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretopurchase, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time severally and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (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)not jointly, up to an aggregate of 336,000 600,000 Additional Shares from the Company and those Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees who have agreed to sell upon Additional Shares, at the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Purchase Price. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares which to be purchased pursuant to such exercise and the Underwriters elect to purchase upon date for payment and delivery thereof. The date specified in any exercise of the over-allotment option such notice shall be provided by each Selling Stockholder who a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has agreed to sell Additional Shares in proportion to the respective been given and (iii) no earlier than two business days after such notice has been given. The maximum numbers number of Additional Shares which to be purchased from each such Selling Stockholder has agreed is set forth on SCHEDULE II hereto. If less than the maximum number of Additional Shares are to sell. Upon any exercise be purchased hereunder, each of the over-allotment optionCompany and such Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters as the maximum number of Additional Shares to be sold by each of the Company or such Selling Stockholders bears to the total number of Additional Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from each the Company and such Selling Stockholder who has agreed to sell Additional Shares Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) which bears the same proportion to the total number of Additional Shares to be sold by each purchased from the Company and such Selling Stockholder who has agreed to sell Additional Shares Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such I bears to the total number of Firm Shares increased as set forth in Section 12 hereofShares. The Sellers hereby agree, severally and not jointly, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders directors and officers of the Company and (ii) each stockholder of the Company, pursuant to which each such person agrees not to sell offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such common stock, except to the Underwriters pursuant to this Agreement have been placed in custody with First City Transfer Company (Agreement, for a period of 90 days after the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each date of the Selling Stockholders appointing Will▇▇▇ ▇. Prospectus without the prior written consent of Dona▇▇▇▇▇, ▇▇fk▇▇ & ▇enr▇▇▇▇ ▇▇▇ John ▇urities Corporation. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (Notwithstanding the "Attorneys-in-Fact"). Each Selling Stockholder agrees that foregoing, during such period (i) the Shares represented by the certificates held in custody Company may grant stock options pursuant to the Custody Agreement are subject to Company's existing stock option plan described in the 4 interests of the Underwriters, the Company Prospectus and each other Selling Stockholder, (ii) the arrangements made by Company may issue shares of its common stock upon the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations exercise of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder an option or by operation of law, whether by the death or incapacity of any Selling Stockholder warrant or the occurrence conversion of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before a security outstanding on the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementdate hereof.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all Upon the terms and conditions set forth herein, each of the Selling Stockholders, severally and not jointly, agrees to issue and sell sell, in accordance with this Agreement, an aggregate of 3,475,005 shares of Common Stock to the Underwriters, each Underwriter and, upon Selling Stockholder selling the number of Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder Stockholders at a purchase price of $19.05 per Share (the “purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersI hereto. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms severally and conditions set forth hereinnot jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the 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 Selling Stockholders listed in Part B up to an aggregate of Schedule I hereto, 521,250 Additional Shares at the purchase price per share, pursuant to an option (Share for 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder who has agreed to sell Additional Shares Stockholders that proportion of the total number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) then being purchased which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such bears to the total number of Firm Shares increased as set forth or, in Section 12 hereof) bears to the aggregate event of a partial exercise of the option, a smaller number of Firm Additional Shares that reflects the pro rata reduction in the number of Additional Shares to be sold by in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional shares of Common Stock). The option to purchase Additional Shares may be exercised, in whole or in part, at any time within 30 days after the Selling Stockholdersdate of the Prospectus, but no more than once. Certificates in transferable form for Concurrently with the Shares execution and delivery of this Agreement, (including any Additional Sharesi) which each of the Selling Stockholders agrees 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 have been placed 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 custody with First City Transfer Company the form previously furnished to you (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and “Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders Attorney”), appointing Will▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneysas such Selling Stockholder’s attorney-in-fact (the "Attorneys“Attorney-in-Fact"”). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant , with authority to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company execute and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of deliver this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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, at a purchase price of $__________ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, each the Selling Stockholder Shareholder hereby agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder Shareholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholder. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders Shareholder herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised in whole or in part at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 390,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholder. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders Shareholder agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer the transfer agent for the Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders Shareholder appointing Will[R. Stev▇▇ ▇▇▇▇▇▇, ▇▇ug▇▇▇ ▇. ▇▇▇▇▇, ▇▇na▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ ______________] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each The Selling Stockholder Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, Underwriters and the Company and each other Selling StockholderCompany, (ii) the arrangements made by the Selling Stockholders Shareholder for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Shareholder hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity dissolution of any the Selling Stockholder Shareholder or the occurrence of any other event. If any the Selling Stockholder Shareholder shall die or be incapacitated dissolved or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity dissolution or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity dissolution or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersShareholder, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling StockholderShareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderShareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $____________ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 880,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, each Selling Stockholder at a purchase price of $______ per Share share (the "purchase price per share"), ) the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, upon the basis of the agreements of the Underwriters herein contained and 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (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) (the "Option Expiration Date"), up to an aggregate of 336,000 709,028 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.,

Agreements to Sell and Purchase. Subject to such adjustments as you may determine The Company and the Selling Shareholder (in order to avoid fractional sharesaccordance with Schedule II hereof) hereby agree, the Company hereby agrees, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell the Firm Shares to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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, Company and the Selling Shareholder at a purchase price of $______ per Share (the "purchase price per shareShare"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 12 11 hereof) bears to the aggregate number of Firm Shares to be sold by the ). The Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterShareholder hereby also agree, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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 and the Selling Stockholders listed Shareholder up to an aggregate of 675,000 Additional Shares (in Part B of accordance with Schedule I hereto, II hereof) at the purchase price per share, pursuant to an option (Share for 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the total number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in adjusted pursuant to Section 12 11 hereof) bears to the total number of Firm Shares. Upon any election by the Underwriters to purchase less than all the Additional Shares, the aggregate number of Firm Additional Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, purchased from the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations aggregate number of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder purchased from the Selling Shareholder by such Selling Stockholder, to make delivery of all the certificates for such Shares, to receive Underwriters shall be in the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.same

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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 U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ $ per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon Upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders 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, each UnderwriterSelling Shareholder agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder, at the purchase price per share that share, the number of Firm Shares which that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein contained and subject to all the terms and conditions set forth herein, the Selling Shareholders listed in Part B of Schedule I hereto and the Company also agree to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the such Selling Stockholders Shareholders listed in Part B of Schedule I heretohereto and the Company, 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 P.M.5:00 p.m., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 796,892 Additional Shares from (i) the Selling Stockholders Shareholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which that each of them agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). ) and (ii) the Company (the maximum number of Additional Shares may be purchased only for that the purpose Company agrees to sell upon the exercise by the U.S. Underwriters of covering the over-allotments made allotment option is set forth opposite its name in connection with the offering Part B of the Firm SharesSchedule II). The number of Additional Shares which that the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided first, by each Selling Stockholder Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers number of Additional Shares which that each such Selling Stockholder Shareholder has agreed to sellsell and second, after all Additional Shares of the Selling Shareholders have been sold, by the Company. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder who has agreed to sell Additional Shares and, if applicable, the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which that bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder Shareholder who has agreed to sell Additional Shares first and then from the Company as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling StockholdersShareholders and the Company. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer State Street Bank and Trust Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders Shareholders appointing WillJ. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ as agents and attorneys-in-in- fact (the "Attorneys-in-Fact"). Each Selling Stockholder Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the U.S. Underwriters, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity of any Selling Stockholder Shareholder or the occurrence of any other eventevent or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Stockholder Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersShareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling StockholderShareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderShareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine On the basis of the representations and warranties contained in order to avoid fractional sharesthis Agreement, the Company hereby agrees, and subject to all the terms and conditions set forth hereinhereof, (i) the Trust agrees to issue and sell to each Underwriter andthe Underwriters, upon at a price of $10.00 per Security (the basis of the representations"Purchase Price"), warranties 1,500,000 Firm Securities; and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, (ii) each Underwriter agrees, severally and not jointly, to purchase from the CompanyTrust, at a purchase price of $______ per Share (the "purchase price per share")Purchase Price, the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears I hereto. As compensation to the aggregate number Underwriters for their commitments hereunder and in view of Firm Shares to be sold the fact that the proceeds of the sale of the Securities (together with the proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Junior Subordinated Debentures, the Company will agree to pay at the Closing Date to the Underwriters a commission per Security equal to $0.40 per Security, or $600,000 in the aggregate ($690,000 if the over-allotment option with respect to the Additional Securities is exercised in full). On the basis of the representations and the Selling Stockholders. Subject to such adjustments as you may determine warranties contained in order to avoid fractional sharesthis Agreement, each Selling Stockholder agrees, and subject to all the terms and conditions set forth hereinhereof, to sell to each Underwriter and, upon (i) the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, Trust agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 225,000 Additional Securities; and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, (ii) the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretopurchase, at the purchase price per shareseverally and not jointly, 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 225,000 Additional Shares from Securities at the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Purchase Price. Additional Shares Securities may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. The number of If any Additional Shares which the Underwriters elect Securities are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which Securities that bears the same proportion to the total number of Additional Shares Securities to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II hereto (or such I bears to the total number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementSecurities.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional sharesThe Selling Stockholder and the Company, the Company severally and not jointly, hereby agreesagree, subject to all the terms and conditions set forth herein, to issue sell 2,750,000 shares of Common Stock and sell 1,000,000 shares of Common Stock, respectively, to each Underwriter the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Stockholder herein contained and subject to all of the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriters, severally and not jointly, agrees to purchase from each the Selling Stockholder at and the purchase price per share that number of Firm Shares which bears Company the same proportion to the respective number of Firm Shares set forth opposite the that Underwriter's name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, at the a purchase price of $10.6875 per share, pursuant to an option share (the "over-allotment optionPurchase Price") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on ). On the 30th day after the date basis of the Prospectus (orrepresentations and warranties contained in this Agreement, if such 30th day and subject to its terms and conditions, the Company also agrees to issue and sell to the several Underwriters up to 562,500 Additional Shares, and the Underwriters shall be have a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), one-time right to purchase up to an aggregate of 336,000 562,500 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (Company at the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Purchase Price. Additional Shares may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) which bears the same proportion to the total number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such I bears to the total number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by Shares. The Company and the Selling Stockholders. Certificates in transferable form for Stockholder hereby agree to, and the Shares Company and the Selling Stockholder shall, concurrently with the execution of this Agreement, deliver agreements executed by (including any Additional Sharesi) which each of the directors and officers of the Company, (ii) the Company and (iii) the Selling Stockholders agrees Stockholder pursuant to sell which each such person agrees, except as provided in the Prospectus, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any common stock of the Company or any securities convertible into or exercisable or exchangeable for such common stock (or, in the case of the Company, file any registration statement under the Securities Act with respect to any of the foregoing), except to the several Underwriters pursuant to this Agreement have been placed in custody with First City Transfer Company (Agreement, for a period of 180 days after the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each date of the Selling Stockholders appointing WillProspectus without the prior written consent of ▇.▇▇ ▇. ▇.▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (& Co. Inc. Notwithstanding the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) foregoing, during such period the Shares represented by the certificates held in custody Company may issue shares of Common Stock or grant options to purchase shares of Common Stock pursuant to employee benefit plans and issue shares of Common Stock upon the Custody Agreement are subject to the 4 interests exercise of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder an option or by operation of law, whether by the death or incapacity of any Selling Stockholder warrant or the occurrence conversion of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before a security outstanding on the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementdate hereof.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions herein set forth hereinforth, (a) the Company agrees to issue and sell to each Underwriter and, upon the basis of the representationsUnderwriters, warranties and agreements each of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $______ per Share 40.7425 (the "purchase price per share"“Purchase Price”), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule II I hereto and (or such number of Firm Shares increased as set forth b) in Section 12 hereof) bears the event and to the aggregate number of Firm extent that the Underwriters shall exercise the election to purchase Optional Shares to be sold by as provided below, the Company agrees to issue and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representationsUnderwriters, 3 warranties and agreements each of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriters agrees, severally and not jointly, agrees to purchase from each Selling Stockholder the Company, at the purchase price per share Purchase Price, that number portion of Firm Shares which bears the same proportion to the number of Firm Optional Shares set forth opposite the name of as to which such Selling Stockholder in Schedule I hereto election shall have been exercised (to be adjusted by you so as the to eliminate fractional shares) determined by multiplying such number of Firm Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II I hereto (or such and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 450,000 Optional Shares, at the Purchase Price, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares increased as set but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth in Section 12 hereof) bears to the aggregate number of Firm Optional Shares to be sold purchased and the date on which such Optional Shares are to be delivered (the “Option Closing Date”), as determined by you but in no event earlier than the First Closing Date (as defined in Section 4 hereof) or, unless you and the Company and the Selling Stockholders. The Selling Stockholders listed otherwise agree in Part B of Schedule I hereto also agreewriting, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day earlier than two or later than ten business days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Sharesnotice. The number Company hereby agrees that, without the prior written consent of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests , Sachs & Co. on behalf of the Underwriters, it will not, during the Company and each other Selling Stockholderperiod 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) the arrangements made by the Selling Stockholders for such custody areenter into any swap or other arrangement that transfers to another, except as specifically provided in the Custody Agreementwhole or in part, irrevocable, and (iii) the obligations any of the Selling Stockholders hereunder and under economic consequences of ownership of the Custody Agreement 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 be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered apply to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with (A) the sale of the Shares to be sold hereunder the Underwriters, (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) the grant of options or other securities under stock plans as in effect on the date hereof, each as described in the Pricing Prospectus or (D) grants of options to purchase up to 150,000 shares of common stock as inducement grants pursuant to Nasdaq Rule 4350(i)(1)(iv), provided that none of such Selling Stockholder, to make delivery options becomes exercisable during the 90-day period referenced above and provided that the aggregate number of options or other securities granted under clauses (C) and (D) does not exceed the number of shares available for grant under the Company’s stock plans as of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementdate hereof.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all Upon the terms and conditions set forth herein, to (i) the Company agrees to, in accordance with this Agreement, issue and sell an aggregate of [•] shares of Common Stock to the Underwriters and (ii) each Underwriter andof the Selling Stockholders, upon severally and not jointly, agrees to sell, in accordance with this Agreement, an aggregate of [•] shares of Common Stock to the Underwriters, each Selling Stockholder selling the number of Selling Stockholder Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from of the Company, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company Subsidiary and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each the Company and the Selling Stockholder Stockholders at a purchase price of $[•] per Share (the “purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersI hereto. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms severally and conditions set forth hereinnot jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the 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 Selling Stockholders listed in Part B up to an aggregate of Schedule I hereto, [•] Additional Shares at the purchase price per share, pursuant to an option (Share for 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder who has agreed to sell Additional Shares Stockholders that proportion of the total number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) then being purchased which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such bears to the total number of Firm Shares increased as set forth or, in Section 12 hereof) bears to the aggregate event of a partial exercise of the option, a smaller number of Firm Additional Shares that reflects the pro rata reduction in the number of Additional Shares to be sold by in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional shares of Common Stock). The option to purchase Additional Shares may be exercised, in whole or in part, at any time within 30 days after the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each date of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the UnderwritersProspectus, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementbut no more than once.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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, at a purchase price of $[______ ___] per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, each the Selling Stockholder Shareholder hereby agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Shareholder herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from each the Selling Stockholder Shareholder at the purchase price per share that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares set forth opposite to be sold by the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholder. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 (but not more than once) prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 506,600 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (( or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of Company and the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementShareholder.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ .00 per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, the Company hereby each Selling Stockholder agrees, severally and not jointly, subject to all the terms and conditions set forth herein, to issue and sell to each U.S. Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agreesU.S. Underwriter, severally and not jointly, agrees to purchase from the Company, each Selling Stockholder at a purchase price per share of $______ per Share [ ] (the "purchase price per share"), ) the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by set forth opposite the Company name of such Selling Stockholder in Schedule II hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the U.S. Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the U.S. Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoStockholders, 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 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 1,100,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, and each Selling Stockholder who has agreed agrees, severally and not jointly, to sell Additional Shares to each U.S. Underwriter, the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the total number of Additional Shares to be sold by each Selling Stockholder who has agreed purchased pursuant to sell Additional Shares such exercise of the over-allotment option as the number of Firm Shares set forth opposite sold by such Selling Stockholder to such U.S. Underwriter pursuant to the name of such Underwriter in Schedule II hereto (or such preceding paragraph bears to the total number of Firm Shares increased Shares. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as set forth in contemplated under Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each 2 of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed Between U.S. Underwriters and Managers dated the date hereof (as described in custody with First City Transfer Company (the Prospectuses under "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-FactUnderwriting"). Each Selling Stockholder agrees that , (i) it is not purchasing any Shares for the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests account of the Underwriters, the Company and each anyone other Selling Stockholderthan a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocableUnited States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the obligations requirement to file a prospectus in the relevant province of Canada in which such offer is made and any such offer will not result in the Selling Stockholders hereunder Company being required to take any action under any national, provincial and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of lawlocal law in Canada, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates except for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance filing with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf securities regulatory authority of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable province in connection with which the sale of the Shares to be sold hereunder by such Selling Stockholderare made of a trade report in the prescribed form, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection together with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementapplicable fee.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine On the basis of the representations and warranties contained in order to avoid fractional sharesthis Agreement, the Company hereby agrees, and subject to all the terms and conditions set forth hereinhereof, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of (i) the Company and the Selling Stockholders herein contained agree, severally and subject not jointly, to all sell to the terms Underwriters, at a price of $ ________ per Share (the "Purchase Price"), the Company Shares and conditions set forth hereinthe Selling Stockholder Shares, respectively; and (ii) each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price of $______ per Share (the "purchase price per share")Purchase Price, the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number I hereto. On the basis of Firm Shares increased as set forth the representations and warranties contained in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company this Agreement, and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth hereinhereof, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of (i) the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 375,000 Option Shares; and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, (ii) the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretopurchase, at the purchase price per shareseverally and not jointly, 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional 375,000 Option Shares from at the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Purchase Price. Additional Option Shares may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional If any Option Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine in order to avoid fractional sharesdetermine) which that bears the same proportion to the total number of Additional Option Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such I bears to the total number of Firm Shares increased as set forth Shares. For a period of 180 days from the date this Agreement becomes effective, the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters (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, 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 agreement that transfers, in Section 12 hereofwhole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction 4 described in clause (1) bears or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that this clause shall not apply to the aggregate number of Firm Shares to be sold by transactions expressly contemplated hereby, the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each issuance of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody Warrants pursuant to the Custody Warrant Agreement are subject dated June __, 1998 between the Company and the purchasers party thereto and the granting of options for shares of Common Stock and involving the Shares the sales of shares of Common Stock to the 4 interests Company's employees pursuant to the exercise of options under those employee benefit plans described in the Prospectus and provided further, however, that the Company may issue shares of Common Stock ("Acquisition Shares") during such period in connection with acquisitions of business so long as the purchaser of such Acquisition Shares agrees to be bound by a lock-up letter in form and substance satisfactory to you pursuant to which such purchaser agrees with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Acquisition Shares at any time before the expiration of such 180 day period and the certificates evidencing such Acquisition Shares bear a legend to such effect. For a period of 180 days from the date this Agreement becomes effective, the Company will not, without the prior written consent of EVEREN Securities, Inc. on behalf of the Underwriters, file a registration statement relating to shares of capital stock (including the Common Stock) or securities convertible into or exercisable or exchangeable for, capital stock or warrants, options or rights to purchase or acquire, capital stock, with the exception of the filing of Registration Statements on Form S-8 with respect to the Company's employee benefit plans described in the Prospectus and provided further, however, that the Company and each other Selling Stockholder, may issue shares of Common Stock (ii"Acquisition Shares") the arrangements made by the Selling Stockholders for during such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable period in connection with acquisitions of business so long as the sale purchaser of the such Acquisition Shares agrees to be sold hereunder bound by a lock-up letter in form and substance satisfactory to you pursuant to which such Selling Stockholderpurchaser agrees with the Company not to sell, offer to make delivery sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Acquisition Shares at any time before the expiration of such 180 day period and the certificates for evidencing such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof Acquisition Shares bear a legend to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementeffect.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Sellers 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, at a purchase price of $$ _______ per Share share (the "purchase price per sharePurchase Price Per Share"), the that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersSellers. Subject to such adjustments as you may determine in order to avoid fractional shares, each the Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Sellers herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, Underwriter agrees to purchase from each the Selling Stockholder at the purchase price per share Purchase Price Per Share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite to be sold by the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersSellers. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders Sellers herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 630,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine On the basis of the representations and warranties contained in order to avoid fractional sharesthis Agreement, the Company hereby agrees, and subject to all the terms and conditions set forth hereinhereof, (i) the Trust agrees to issue and sell to each Underwriter andthe Underwriters, upon at a price of $10.00 per Security (the basis of the representations"Purchase Price"), warranties 1,500,000 Firm Securities; and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, (ii) each Underwriter agrees, severally and not jointly, to purchase from the CompanyTrust, at a purchase price of $______ per Share (the "purchase price per share")Purchase Price, the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears I hereto. As compensation to the aggregate number Underwriters for their commitments hereunder and in view of Firm Shares to be sold the fact that the proceeds of the sale of the Securities (together with the proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Subordinated Debentures, the Company hereby agrees to pay at the Closing Date to the Underwriters a commission per Security equal to $_____ per Security, or $__________ in the aggregate ($__________ if the over-allotment with respect to the Additional Securities is exercised in full). On the basis of the representations and the Selling Stockholders. Subject to such adjustments as you may determine warranties contained in order to avoid fractional sharesthis Agreement, each Selling Stockholder agrees, and subject to all the terms and conditions set forth hereinhereof, to sell to each Underwriter and, upon (i) the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, Trust agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, andat the Purchase Price, upon the basis of the representations, warranties up to 225,000 Additional Securities; and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, (ii) the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretopurchase, at the purchase price per shareseverally and not jointly, 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 225,000 Additional Shares from Securities at the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Purchase Price. Additional Shares Securities may be purchased only as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. The number of If any Additional Shares which the Underwriters elect Securities are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which Securities that bears the same proportion to the total number of Additional Shares Securities to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II hereto (or such I bears to the total number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementSecurities.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter Manager and, upon the basis of the this representations, warranties and agreements of the Company and the Selling Stockholders Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder Shareholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, Manager and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right each Manager agrees, severally and not jointly, to purchase from the each Selling Stockholders listed in Part B of Schedule I heretoShareholder, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Firm Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which that bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter Selling Shareholder in Schedule I hereto as the number of Shares set forth opposite the name of such Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company [ ] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders Shareholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ ______________________ and ____________________________, as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the UnderwritersManagers, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity of any Selling Stockholder Shareholder or the occurrence of any other eventevent or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Stockholder Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter Manager shall have received notice of such death, incapacity incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersShareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling StockholderShareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderShareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right Company and each Selling Stockholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholders listed in Part B of Schedule I heretoStockholder, at a purchase price of $ ___ per share (the "purchase price per share"), pursuant that proportion of the number of Initial Securities set forth in Schedule II opposite the name of the Company or such Selling Stockholder, as the case may be, which the number of Initial Securities set forth in Schedule I opposite the name of such Underwriter under the column "Number of Initial Securities" (or such number of Initial Securities increased as set forth in Section 10 hereof) bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. Upon the basis of the representations, warranties and agreements contained herein and subject to all the terms and conditions set forth herein, the Company and the Selling Stock holders, acting severally and not jointly, grant an option (the "over-allotment option") which to the Underwriters to purchase, at the purchase price per share, up to 81,680 Option Securities from the Company and up to 593,320 Option Securities from the Selling Stockholders, as set forth in Schedule II. Option Securities may be exercised purchased solely for the purpose of covering over-allotments made in connection with the offering of the Securities and, if purchased, shall be purchased first from the Selling Stockholders and then, to the extent that such purchase, together with all previous purchases of Option Securities, exceeds the number of Option Securities of the Selling Stockholders as set forth in Schedule II, from the Company. Such option shall expire at any time and from time to time prior to 9:00 5:00 P.M., New York City Chicago time, on the 30th day after the date of the Prospectus 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), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the . Such over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect exercised at any time or from time to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to selltime until its expiration. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares that proportion of the total number of Option Securities then being purchased which the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares Initial Securities set forth in Schedule I opposite the name of such Underwriter in Schedule II hereto under the column "Number of Initial Securities" (or such number of Firm Shares Initial Securities increased as set forth in Section 12 10 hereof) bears to the aggregate total number of Firm Shares to be sold by the Selling Stockholders. Certificates Initial Securities, subject, in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholderscase, to execute this Agreement and such adjustments as the Representatives in their sole discretion shall make to eliminate any other documents necessary sales or desirable in connection with the sale purchases of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementfractional shares.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder Shareholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Shareholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder at the purchase price per share that number of Firm Shares which that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling StockholdersShareholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company [FIRST UNION NATIONAL BANK] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders Shareholders appointing Will[J.M. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇ BRET ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ] ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity of any Selling Stockholder Shareholder or the occurrence of any other event. If any Selling Stockholder Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersShareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling StockholderShareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderShareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders (other than Prudential) agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer the Company (in such capacity, the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders (other than Prudential) appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John Robe▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ , ▇▇d each of them, as agents and attorneys-in-fact (the "Attorney-in Fact" or "Attorneys-in-Fact"). Each Selling Stockholder (other than Prudential) agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder (other than Prudential) shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.the

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, each Selling Shareholder, severally and not jointly, agrees to sell to each U.S. Underwriter and each U.S. Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, at a purchase price of $$ [______ ____] per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by set forth opposite the Company name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein contained and subject to all the terms and conditions set forth herein, the Selling Shareholders listed in Part B of Schedule I hereto also agree, severally and not jointly, to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the such Selling Stockholders Shareholders listed in Part B of Schedule I hereto, 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 5:00 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 472,500 Additional Shares from the Selling Stockholders Shareholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which that each of them agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). The number of Additional Shares that the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares that each such Selling Shareholder has agreed to sell. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which that bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder Shareholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling StockholdersShareholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Chicago Trust Company of New York (the "Custodian") for delivery under this Agreement pursuant to a Selling Shareholder's Custody Agreement (the "Custody Agreement") and a Selling Shareholder's Irrevocable Power of Attorney (the "Custody AgreementPower of Attorney") executed by each of the Selling Stockholders Shareholders appointing Will▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ Given as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the U.S. Underwriters, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Shareholders hereunder and under the Custody Agreement and Power of Attorney shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death death, incapacity, dissolution or incapacity liquidation of any Selling Stockholder Shareholder or the occurrence of any other eventevent (including, without limitation, the termination of any trust or estate). If any Selling Stockholder Shareholder shall die or be incapacitated become incapacitated, dissolved, liquidated or terminated or if any other such event shall occur before the delivery of the Shares hereunderhereunder and completion of the transactions contemplated hereby, certificates for the Shares of such Selling Stockholder Shareholder shall be delivered to the Underwriters by the Custodian or the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement Agreement, and such actions shall be valid as if such death or incapacity death, incapacity, dissolution, liquidation, termination or other event had not occurred, regardless of whether or not the Custodian or the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity incapacity, dissolution, liquidation, termination or other event. Each Attorney-in-Fact is authorizedU.S. Underwriter represents, on behalf of each warrants, covenants and agrees that, except as contemplated under Section 2 of the Selling StockholdersAgreement Between U.S. Underwriters and Managers dated the date 5 hereof, to execute this Agreement and (i) it is not purchasing any Shares for the account of anyone other documents necessary than a U.S. or desirable in connection with the sale of the Shares to be sold hereunder by such Selling StockholderCanadian Person, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder(ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to take anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementoffer is made.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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, at a purchase price of $[______ ___] per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholder. Subject to such adjustments as you may determine in order to avoid fractional shares, each the Selling Stockholder Shareholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders Shareholder herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder Shareholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementShareholder.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all Upon the terms and conditions set forth herein, (i) the Company agrees to issue and sell an aggregate of [●] Firm Shares to each Underwriter and, upon the Underwriters and (ii) the Selling Shareholder agrees to sell an aggregate [●] Firm Shares to the Underwriters. Upon the basis of the respective representations, warranties and agreements of the Company and the Selling Stockholders Shareholder 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, Company and the Selling Shareholder at a purchase price of $______ [●] per Share (the "purchase price “Purchase Price per share"Share”), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the I hereto. The Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto Shareholder hereby also agree, subject to all the terms and conditions set forth herein, agree to sell to the Underwriters, and, upon the basis of the respective representations, warranties and agreements of the Company and the Selling Stockholders Shareholder herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase for 30 days from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on to purchase from the next business day thereafter when Company and the New York Stock Exchange is open for trading), Selling Shareholder up to an aggregate of 336,000 [●] Additional Shares from at the Purchase Price per Share for the Firm Shares. The Additional Shares for the Over-Allotment Option will be provided by the Selling Stockholders listed in Part B Shareholder, to the extent of Schedule I hereto (the maximum number all Common Stock it retains, if any, following its sale of Firm Shares. Otherwise, all Additional Shares which each of them agrees to sell upon the exercise shall be provided and sold by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which that bears the same proportion to the total number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriter as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such bears to the total number of Firm Shares. The option to purchase Additional Shares increased as set forth in Section 12 hereof) bears may be exercised at any time or from time to time within 30 days after the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each date of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementProspectus.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each U.S. Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agreesU.S. Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $______ [ ] per Share share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder hereby agrees, subject to all the terms and conditions set forth herein, to sell to each U.S. Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder Stockholder, at the purchase price per share that share, the number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Company and the Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, U.S. Underwriters and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the U.S. Underwriters shall have the right to purchase from the Company and the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 [ ]00,000 Additional Shares from the Company and up to an aggregate of [ ]00,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall [be provided by the Company and by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. ].* Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by the Company and each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the U.S. Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company [ ] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (collectively, the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇____________________ * Alternatively - could be allocated all to Company first. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ [ ] and [ ] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the U.S. Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the U.S. Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the U.S. Shares hereunder, certificates for the U.S. Shares of such Selling Stockholder shall be delivered to the U.S. Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the U.S. Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such U.S. Shares, to receive the proceeds of the sale of such U.S. Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such U.S. Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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 U.S. Underwriter and each U.S. Underwriter agrees, severally and not 3 jointly, to purchase from the Company, at a purchase price of $______ [$ ] per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersCompany. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein contained and subject to all the terms and conditions set forth herein, the Selling Shareholders listed in Schedule II hereto agree to sell to the U.S. Underwriters, and the U.S. Underwriters shall have the right to purchase from the such Selling Stockholders Shareholders listed in Part B of Schedule I II hereto, 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 P.M.5:00 p.m., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 864,000 Additional Shares from the Selling Stockholders Shareholders listed in Part B of Schedule I II hereto (the maximum number of Additional Shares which that each of them agrees to sell upon the exercise by the U.S. Underwriters of the over-allotment option is set forth opposite their respective names in Part B Schedule II). The number of Schedule I)Additional Shares that the U.S. Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares that each such Selling Shareholder has agreed to sell. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each U.S. Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder who has agreed to sell Additional Shares Shares, the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which that bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder Shareholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such U.S. Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling StockholdersCompany. Certificates in transferable form for the Additional Shares (including any Additional Shares) which that each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇ as joint tenants (each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇, collectively the Selling Stockholders "Gratzons") and ▇▇▇▇▇▇▇▇ ▇▇▇▇ agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company ▇▇▇▇▇▇▇ & Berlin, Chartered (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "GR Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ appointing [ ] and [ ] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder of the Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the GR Custody Agreement are subject to the 4 interests of the U.S. Underwriters, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ for such custody are, except as specifically provided in the GR Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ hereunder and under the GR Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity of any Selling Stockholder of the Gratzons or ▇▇▇▇▇▇▇▇ ▇▇▇▇ or the occurrence of any other event. If any Selling Stockholder of the Gratzons or ▇▇▇▇▇▇▇▇ ▇▇▇▇ shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of the Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ to be sold hereunder, certificates for the Additional Shares of such Selling Stockholder Shareholder shall be delivered to the U.S. Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the GR Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersGratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by such Selling Stockholderthe Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder the Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to such Selling Stockholderthe Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the GR Custody Agreement. Certificates in transferable form for the Additional Shares that each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ agrees to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "RF Custody Agreement") executed by ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ appointing [ ] and [ ] as agents and attorneys-in-fact (the "RF Attorneys-in-Fact"). Each of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the RF Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, for such custody are, except as specifically provided in the RF Custody Agreement, irrevocable, and (iii) the obligations of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ hereunder and under the RF Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any of ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ or the occurrence of any other event. If any of ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ to be sold hereunder, certificates for the Additional Shares of such Selling Shareholder shall be delivered to the U.S. Underwriters by the RF Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the RF Custody Agreement, respectively, as if such death or incapacity or other event had not occurred, regardless of whether or not the respective Attorneys-in-Fact or any U.S. Underwriter shall have received notice of such death, incapacity or other event. The RF Attorneys-in-Fact are authorized, on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each RF Attorney-in-Fact agrees to perform his duties under the RF Custody Agreement. Certificates in transferable form for the Warrants which are exercisable for the Additional Shares that the Greenwich Street Affiliates agree to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement (the "Greenwich Street Custody Agreement" and collectively with the GR Custody Agreement, and the RF Custody Agreement, the "Custody Agreements"). The Greenwich Street Affiliates agree that (i) the Warrants and Additional Shares represented by the certificates held in custody pursuant to the Greenwich Street Custody Agreement are subject to the interests of the U.S. Underwriters, the Company and each other Selling Shareholder, (ii) the arrangements made by the Greenwich Street Affiliates are, except as specifically provided in the Greenwich Street Custody Agreement, irrevocable, and (iii) the obligations of the Greenwich Street Affiliates hereunder and under the Greenwich Street Custody Agreement shall not be terminated by any act of the Greenwich Street Affiliates or by operation of law, whether upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of any of the Greenwich Street Affiliates. If any event shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder or if any of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Affiliates shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of any of the Greenwich Street Affiliates shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder, the Warrants shall be exercised for the Additional Shares to be sold by the Greenwich Street Affiliates hereunder and certificates evidencing such Additional Shares shall be delivered to the U.S. Underwriters by the Custodian in accordance with the terms and conditions of this Agreement and the Greenwich Street Custody Agreement as if such dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not any U.S. Underwriter shall have received notice of such dissolution, winding up or distribution of assets or other event. Each U.S. Underwriter represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of anyone other than a U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any U.S. Prepricing Prospectus or U.S. Prospectus outside the United States or Canada or to anyone other than a U.S. or Canadian Person, and (iii) any offer of Shares in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the relevant province of Canada in which such offer is made.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of [$______ __] per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company SunTrust Bank, Atlanta (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ _______________ and _______________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such any adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ $ per Share share (the "purchase price per share"), the that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II III hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares shares to be sold by the Company and the Primary Selling Stockholders. Subject to such any adjustments as you may determine in order to avoid fractional shares, each Primary Selling Stockholder hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from each Primary Selling Stockholder Stockholder, at the purchase price per share share, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares set forth opposite to be sold by the name of such Primary Selling Stockholder in Schedule I hereto Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II III hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares shares to be sold by the Company and the Primary Selling Stockholders. The Over-allotment Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Over-allotment Selling Stockholders listed in Part B of Schedule I heretoStockholders, 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 P.M.p.m., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 405,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the Shares. The maximum number of Additional Shares which each of them Over-allotment Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)II hereto. Additional Shares may be purchased only for the purpose of covering to cover over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneysOver-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.allotment

Agreements to Sell and Purchase. Subject to such adjustments as you the Underwriters may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ 18.00 per Share share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of to be sold by such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, subject to all the terms and conditions set forth herein, to sell to the Underwriterseach Underwriter, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters each Underwriter shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (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 NASDAQ National Market is open for trading), up to an aggregate of 336,000 450,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you the Underwriter may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 14 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders also agree, subject to all the terms and conditions set forth herein, to sell to each Underwriter, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter shall have the right to purchase from the Selling Stockholders, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the NASDAQ National Market is open for trading), up to an aggregate of 840,000 Additional Shares from the Selling Stockholders. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholders the number of Additional Shares (subject to such adjustments as the Underwriter may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder 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 13 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer the Company as custodian (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney the custody agreement (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact")Stockholders. Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other eventevent 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 Shares hereunder or if the Selling Stockholder is not a natural person, 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 Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact Custodian in accordance with the terms and conditions condition of this Agreement and the Custody Agreement as if such death or incapacity incapacity, dissolution, winding, distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact Custodian or any Underwriter shall have received notice of such death, incapacity incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact The Custodian is authorized, on behalf of each of the respective Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, Shares and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact The Custodian agrees to perform his its duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ [00.00] per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto Company also agreeagrees, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, Company 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 191,250 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Company. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company [ ] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject (a) The Selling Stockholder hereby agrees to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, upon on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders set forth herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase at a price per share of $31.32 (the “Purchase Price”) from the CompanySelling Stockholder the number of Underwritten Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Selling Stockholder by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Selling Stockholder hereunder. In addition, the Selling Stockholder agrees to sell, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Stockholder the Option Shares at a purchase price of $______ the Purchase Price less an amount per Share (share equal to any dividends or distributions declared by the "purchase price per share")Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Firm Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same proportion ratio to the aggregate number of Firm Option Shares to be issued and sold by the Company being purchased as the number of Firm Underwritten Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Underwritten Shares being purchased from the Selling Stockholder by the several Underwriters, subject, however, to be sold such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling StockholdersStockholder. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions Such notice shall set forth hereinthe aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to sell to each Underwriter and, upon the basis date and time of the representations, 3 warranties and agreements of the delivery specified therein. (b) The Company and the Selling Stockholders herein contained Stockholder understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and subject initially to all offer the Shares on the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Pricing Disclosure Package. The Company and the Selling Stockholders. The Stockholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth hereinStockholder, to sell to the Underwriters, and, upon Representatives in the basis case of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoUnderwritten Shares, 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 P.M., New York City time, on the 30th day after the date offices of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents LLP at 10:00 A.M. New York City time on December 13, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) may agree upon in writing or, in the Shares represented case of the Option Shares, on the date and at the time and place specified by the certificates held Representatives in custody pursuant to the Custody Agreement are subject to the 4 interests written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the Company time and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders date for such custody arepayment for the Option Shares, except if other than the Closing Date, is herein referred to as specifically provided in the Custody Agreement“Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, irrevocableas the case may be, and (iii) shall be made against delivery to the obligations Representatives for the respective accounts of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery several Underwriters of the Shares hereunderto be purchased on such date or the Additional Closing Date, certificates for as the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance case may be, with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares to shall be sold hereunder by such Selling Stockholder, to make delivery made through the facilities of The Depository Trust Company (“DTC”) unless the certificates for such Shares, to receive Representatives shall otherwise instruct. (d) The Company and the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the sale terms of the offering) and public offering not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by this Agreement. Each Attorney-in-Fact agrees the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to perform his duties under such transactions will be performed solely for the Custody Agreementbenefit of the Representatives and the other Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon (a) On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the its terms and conditions set forth hereinconditions, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter, agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $______ 25 per Depositary Share, less $0.5000 per Depositary Share with respect to 2,225,000 Depositary Shares reserved for sale to certain institutions or less $0.7875 per Depositary Share with respect to the remaining 19,775,000 Depositary Shares or with respect to any Optional Securities if the Over-Allotment Option (as defined below) is exercised (the "purchase price per share"“Purchase Price”), the number of Firm Shares Securities set forth opposite such Underwriter’s name on Schedule I. (b) The Company agrees to issue and sell the Optional Securities to the several Underwriters as provided in this Agreement and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company, up to 2,000,000 Optional Securities at the Purchase Price (the “Over-Allotment Option”); provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per Depositary Share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. (c) If the Over-Allotment Option is exercised, the number of Optional Securities to be purchased by each Underwriter shall be the number of Optional Securities which bears the same proportion ratio to the aggregate number of Firm Shares to be issued and sold by the Company Optional Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 11 hereof) bears to the aggregate number of Firm Shares to be sold Securities being purchased from the Company by the Company and the Selling Stockholders. Subject several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as you the Representatives, in their sole discretion, shall make. (d) The Underwriters may determine exercise the Over-Allotment Option at any time in order whole or, no more than two times, in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions Company. Such notice shall set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares Optional Securities as to which the Over-Allotment Option is being exercised and the date and time when the Optional Securities are to be sold by the Company delivered and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agreepaid for, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any the same date and time and from time to time prior to 9:00 P.M., New York City time, on as the 30th Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the fifth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the Prospectus (or, if provisions of Section 11 hereof). Any such 30th day notice shall be given at least two business days prior to the date and time of delivery specified therein. A “business day” means a day other than Saturday or Sunday or other day on which the banking institutions in The City of New York are authorized or required by law or executive order to remain closed. (e) In relation to each member state of the European Economic Area, each Underwriter represents and agrees that it has not made and will not make an offer of Securities to the public in that member state, other than under the following exemptions under the Prospectus Directive: (i) to any legal entity which is a holidayqualified investor as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this subsection (e), the expression an “offer of Securities to the public” in relation to any Securities in any member state means the communication in any form and by any means of sufficient information on the next business day thereafter when terms of the New York Stock Exchange is open for tradingoffer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended), up to an aggregate of 336,000 Additional Shares from and includes any relevant implementing measure in each member state. (f) Each Underwriter represents and agrees the Selling Stockholders listed in Part B of Schedule I hereto (preliminary prospectus and the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters Prospectus have been distributed only to, and have been directed only at, and any offer of the over-allotment option is set forth opposite their respective names Securities subsequently made will only be directed at persons who are “qualified investors” (as defined in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made Prospectus Directive) (i) who have professional experience in connection with the offering matters relating to investments falling within Article 19 (5) of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally Financial Services and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇Markets ▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (Financial Promotion) Order 2005, as amended (the "Attorneys-in-Fact"“Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Each Selling Stockholder . (g) The Company acknowledges and agrees that (i) the Shares represented by purchase and sale of the certificates held in custody Securities pursuant to this Agreement, including the Custody Agreement are subject to determination of the 4 interests public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the Company and each other Selling Stockholderhand, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Shares to be sold hereunder by such Selling StockholderCompany or its stockholders, to make delivery creditors, employees or any other party, (iii) each Underwriter has not assumed nor will it assume an advisory or fiduciary responsibility in favor of the certificates for Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such SharesUnderwriter has advised or is currently advising the Company on other matters) and each Underwriter has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, to receive the proceeds (iv) each Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderCompany, and (v) each Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to take such other action as may be necessary or desirable in connection with the transactions offering contemplated by this Agreement. Each Attorney-in-Fact agrees hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to perform his duties under the Custody Agreementextent it deemed appropriate.

Agreements to Sell and Purchase. Subject (a) The Selling Stockholder hereby agrees to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, upon on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders set forth herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase at a price per share of $29.40 (the “Purchase Price”) from the CompanySelling Stockholder the number of Underwritten Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Selling Stockholder by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Selling Stockholder hereunder. In addition, the Selling Stockholder agrees to sell, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Stockholder the Option Shares at a purchase price of $______ the Purchase Price less an amount per Share (share equal to any dividends or distributions declared by the "purchase price per share")Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Firm Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same proportion ratio to the aggregate number of Firm Option Shares to be issued and sold by the Company being purchased as the number of Firm Underwritten Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Underwritten Shares being purchased from the Selling Stockholder by the several Underwriters, subject, however, to be sold such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling StockholdersStockholder. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions Such notice shall set forth hereinthe aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to sell to each Underwriter and, upon the basis date and time of the representations, 3 warranties and agreements of the delivery specified therein. (b) The Company and the Selling Stockholders herein contained Stockholder understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and subject initially to all offer the Shares on the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Pricing Disclosure Package. The Company and the Selling Stockholders. The Stockholder acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth hereinStockholder, to sell to the Underwriters, and, upon Representatives in the basis case of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoUnderwritten Shares, 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 P.M., New York City time, on the 30th day after the date offices of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents LLP at 10:00 A.M. New York City time on September 23, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) may agree upon in writing or, in the Shares represented case of the Option Shares, on the date and at the time and place specified by the certificates held Representatives in custody pursuant to the Custody Agreement are subject to the 4 interests written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the Company time and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders date for such custody arepayment for the Option Shares, except if other than the Closing Date, is herein referred to as specifically provided in the Custody Agreement“Additional Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, irrevocableas the case may be, and (iii) shall be made against delivery to the obligations Representatives for the respective accounts of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery several Underwriters of the Shares hereunderto be purchased on such date or the Additional Closing Date, certificates for as the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance case may be, with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder. Delivery of the Shares to shall be sold hereunder by such Selling Stockholder, to make delivery made through the facilities of The Depository Trust Company (“DTC”) unless the certificates for such Shares, to receive Representatives shall otherwise instruct. (d) The Company and the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the sale terms of the offering) and public offering not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by this Agreement. Each Attorney-in-Fact agrees the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to perform his duties under such transactions will be performed solely for the Custody Agreementbenefit of the Representatives and the other Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

Agreements to Sell and Purchase. Subject The Company, subject to such adjustments the conditions hereinafter stated, 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 hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Firm Securities set forth in Schedule I hereto opposite its name at a purchase price of $483.75 per share of the Convertible Preferred Stock (the "PURCHASE PRICE"). In the event and to the extent that the Initial Purchasers shall exercise the election to purchase Option Securities as you may determine in order to avoid fractional sharesprovided below, the Company hereby agrees, subject to all the terms and conditions set forth herein, agrees to issue and sell to each Underwriter and, upon the basis of the representationsInitial Purchasers, warranties and agreements each of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share (the "purchase price per share")share set forth in the first sentence of this Section 2, that portion of the number of Firm Shares Option Securities as to which bears the same proportion such election shall have been exercised (to the aggregate be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Firm Shares to be issued and sold Option Securities by a fraction, the Company as numerator of which is the maximum number of Firm Shares Option Securities which such Initial Purchaser is entitled to purchase as set forth opposite the name of such Underwriter Initial Purchaser in Schedule II I hereto (or such and the denominator of which is the maximum number of Firm Shares increased as set forth in Section 12 hereof) bears Option Securities that all of the Initial Purchasers are entitled to purchase hereunder. The Company hereby grants to the aggregate number of Firm Shares to be sold by Initial Purchasers the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees right to purchase from each Selling Stockholder at their election up to 50,000 Option Securities, in aggregate, at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears the paragraph above. Any such election to purchase Option Securities may be exercised only by written notice from you to the Company, given within a period of thirty calendar days after the date of this Agreement, setting forth the aggregate number of Firm Shares Option Securities to be sold purchased and the date on which such Option Securities are to be delivered, as determined by you but in no event earlier than the Closing Date (as defined in Section 4 hereof) or, unless you and the Company and otherwise agree in writing, no earlier than two or later than ten business days after the Selling Stockholdersdate of such notice. The Selling Stockholders listed in Part B of Schedule I hereto also agreeCompany shall not and shall cause its directors, subject to all the terms executive officers and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements certain other stockholders of the Company and to not (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 equity securities or any securities convertible into or exercisable or exchangeable for equity securities or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Selling Stockholders herein contained and subject economic consequences of ownership of the equity securities, whether any such transaction described in clause (i) or (ii) above is to all the terms and conditions set forth hereinbe settled by delivery of equity securities or such other securities, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretocash or otherwise, at the purchase price per share, pursuant to an option (the "overfor a 90-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 30th day period after the date of the Prospectus Final Memorandum, without the prior written consent of Morgan Stanley & Co. Incorporated, other than (or, if such 30th day shall be a Saturday or Sunday or a holiday, on i) the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇ti▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholderred hereby, (ii) the arrangements made by shares of Common Stock issuable upon conversion of the Selling Stockholders for such custody areSecurities, except as specifically provided in the Custody Agreement, irrevocable, and or (iii) the obligations issuance by the Company of shares of Common Stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of the Selling Stockholders hereunder and under Final Memorandum of which the Custody Agreement shall not be terminated by any act Initial Purchasers have been advised in writing or (iv)shares of such Selling Stockholder Common Stock or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery Class A Common Stock of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable Company issued in connection with the sale of Acquisition Agreement and ancillary agreements thereto (as described in the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementMemorandum).

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter Manager and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ $ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 10 hereof) bears to the aggregate number of Firm Shares to be sold by the Company. The Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder also agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the UnderwritersManagers, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters Managers shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I heretoCompany, 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 P.M., New York City time, on the 30th day after the date of the U.S. Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York American Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each UnderwriterManager, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 10 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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 Manager and each Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersShareholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon Upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders 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, each UnderwriterSelling Shareholder agrees to sell to each Manager and each Manager agrees, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder, at the purchase price per share that share, the number of Firm Shares which that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling StockholdersShareholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders Shareholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer State Street Bank and Trust Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders Shareholders appointing WillJ. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ , as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder Shareholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the UnderwritersManagers, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Shareholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity of any Selling Stockholder Shareholder or the occurrence of any other eventevent or, if the Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of such Selling Shareholder. If any Selling Stockholder Shareholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, or if the Selling Shareholder is not a natural person, shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of such Selling Shareholder shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter Manager shall have received notice of such death, incapacity incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersShareholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling StockholderShareholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder Shareholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling StockholderShareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Each Manager represents, warrants, covenants and agrees that, except as contemplated under Section 2 of the Agreement Between U.S. Underwriters and Managers dated the date hereof, (i) it is not purchasing any Shares for the account of any U.S. or Canadian Person, (ii) it has not offered or sold, and will not offer, sell, resell or deliver, directly or indirectly, any Shares or distribute any Prospectus in the United States or Canada or to any U.S. or Canadian Person, and (iii) any offer of Shares will be made only pursuant to an exemption from the requirement to file a prospectus in, or in compliance with the laws of, the relevant jurisdiction in which such offer is made.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to you and each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agreesyou agree, severally and not jointly, to purchase from the Company, at a purchase price of $______ 4.95 per Firm Share (net of underwriting discounts and commissions) or, as applicable, solely for the "purchase price per share")purpose of covering over-allotments made in connection with the offering of the Firm Shares, Additional Company Share, the number of Firm Shares which bears the same proportion (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares or Additional Company Shares to be issued and sold by a fraction, the Company as the number numerator of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to which is the aggregate number of Firm Shares or Additional Company Shares to be sold purchased by the Company and the Selling Stockholders. Subject to such adjustments each of you as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder your respective names in Schedule I hereto as and the number denominator of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to which is the aggregate number of Firm Shares or Additional Company Shares to be sold by the Company and the Selling Stockholderspurchased hereunder. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject Subject to all the terms and conditions herein set forth hereinforth, ▇▇▇ and Woo each agrees to sell to the Underwritersyou, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters you shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading)▇▇▇, up to an aggregate of 336,000 100,000 Additional Selling Stockholder Shares from the at a purchase price of $5.00 per Additional Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Stockholder Share. Additional Selling Stockholder Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed Shares are to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionbe purchased, each Underwriterof you, severally and not jointlyseverally, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares Messrs. ▇▇▇ and Woo that proportion (subject to such adjustments as you may both determine in order to avoid fractional sharesAdditional Selling Stockholder Shares) which bears the same proportion to of the number of Additional Selling Stockholder Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as purchased which the number of Firm Shares set forth opposite the your name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) I bears to the aggregate number of Firm Shares to be sold by purchased from the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.Company

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all Upon the terms and conditions set forth herein, to (i) the Company agrees to, in accordance with this Agreement, issue and sell an aggregate of 3,195,887 shares of Common Stock to the Underwriters and (ii) each Underwriter andof the Selling Stockholders, upon severally and not jointly, agrees to sell, in accordance with this Agreement, an aggregate of 804,113 shares of Common Stock to the Underwriters, each Selling Stockholder selling the number of Selling Stockholder Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each the Company and the Selling Stockholder Stockholders at a purchase price of $[ ] per Share (the “purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears I hereto. The Company also agrees to sell to the aggregate number Underwriters, and, upon the basis of Firm Shares to be sold by the representations, warranties and agreements of the Company herein contained, and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 an aggregate of 478,894 Additional Shares at the purchase price per Share for the Firm Shares. The Selling Stockholders also agree, severally and not jointly, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the 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 Selling Stockholders listed in Part B up to an aggregate of Schedule I hereto, 121,106 Additional Shares at the purchase price per share, pursuant to an option (Share for 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 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Firm Shares. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder who has agreed to sell Additional Shares Stockholders and the Company that proportion of the total number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) then being purchased which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such bears to the total number of Firm Shares increased as set forth or, in Section 12 hereof) bears to the aggregate event of a partial exercise of the option, a smaller number of Firm Additional Shares that reflects the pro rata reduction in the number of Additional Shares to be sold by in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional shares of Common Stock). The option to purchase Additional Shares may be exercised, in whole or in part, at any time within 30 days after the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each date of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the UnderwritersProspectus, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementbut no more than once.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all (a) Upon the terms and conditions set forth herein, (i) Fargo agrees to issue and sell an aggregate of 187,500 Firm Shares to the Underwriters and (ii) each Underwriter andof the Selling Stockholders agrees, upon severally and not jointly, to sell to the Underwriters the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto, constituting, in the aggregate of (i) and (ii), 2,250,000 Firm Shares. Upon the basis of the representations, warranties and agreements of the Company Fargo and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from Fargo and the Company, Selling Stockholders at a purchase price of $______ 7.50 per Share (the "purchase price per shareShare"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto I hereto. (or such number of Firm Shares increased as set forth in Section 12 hereofb) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, Fargo hereby also agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, and upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Fargo herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for thirty (30) days from the date of the final Prospectus to purchase from the Selling Stockholders listed in Part B of Schedule I heretoFargo, up to 337,500 Additional Shares 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Share. The Additional Shares may be purchased only solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which that bears the same proportion to the total number of Additional Shares to be sold purchased by each Selling Stockholder who has agreed to sell Additional Shares the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate total number of Shares. The option to purchase Additional Shares may be exercised at any time within thirty (30) days after the date of the final Prospectus, but no more than once. No Additional Shares shall be sold and delivered, unless the Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement previously have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwritersbeen, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody or simultaneously are, except as specifically provided in the Custody Agreement, irrevocable, sold and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementdelivered.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the The Company hereby agrees, subject agrees to all the terms and conditions set forth herein, to issue and sell to each Underwriter andthe several Underwriters, and the Underwriters, upon the basis of the representationsrepresentations and warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite their names at $____ a share -- the purchase price. On the basis of the representations and warranties contained in this Agreement, and agreements of subject to its terms and conditions, the Company and the Selling Stockholders herein contained Shareholders agree to sell to the Underwriters the Additional Shares, and subject the Underwriters shall have a one-time right to all purchase, severally and not jointly, up to 600,000 Additional Shares at the terms purchase price. Additional Shares may be purchased from the Company and conditions the Selling Shareholders (in such amounts as are set forth hereinin Schedule III hereto) and as provided in Section 6 hereof solely for the purpose of covering overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) which that bears the same proportion to the total number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule II hereto (or such bears to the total number of Firm Shares. If any Additional Shares increased as set forth in Section 12 hereof) bears are to be purchased, such Additional Shares shall first be purchased from the Selling Shareholders on a pro rata basis (based upon the aggregate number of Firm Additional Shares that may be purchased from the Selling Shareholders) until all such Additional Shares to be sold by the Selling Stockholders. Certificates Shareholders, as set forth in transferable form for Schedule III hereto, have been purchased, and the Shares (including any remaining Additional Shares) which each , if any, shall be purchased from the Company. The Company hereby agrees that, without the prior written consent of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇Morg▇▇ ▇▇▇ John ▇. ▇▇▇▇▇n▇▇▇ & ▇▇ agents and attorneys-in-fact o. Incorporated, it will not (A) 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 (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the "Attorneys-in-Fact"). Each Selling Stockholder agrees that economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise for a period of 90 days after the date of the Prospectus, other than (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholderbe sold hereunder, (ii) the arrangements made issuance by the Selling Stockholders for such custody are, except as specifically provided 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 and described in the Custody Agreement, irrevocable, and Prospectus or (iii) the obligations issuance by the Company of shares of Common Stock or options pursuant to stock 14 13 option or employee benefit plans of the Selling Stockholders hereunder and under Company as such plans are in effect on the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery date of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementProspectus.

Agreements to Sell and Purchase. Subject to such adjustments as you ------------------------------- may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter Manager and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ $ per Share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter Manager and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each UnderwriterManager, severally and not jointly, agrees to purchase from each Selling Stockholder Stockholder, at the purchase price per share that share, the number of Firm Shares which that bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company Union National Bank of North Carolina (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ , as agents and attorneys-in-in- fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the UnderwritersManagers, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other eventevent 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 Shares hereunder or if the Selling Stockholder is not a natural person, 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 Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity incapacity, dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter Manager shall have received notice of such death, incapacity incapacity, dissolution, winding up or distribution of assets or other event. Each Attorney-Attorney- in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein contained and subject to all the terms and conditions set forth herein, and to such adjustments as you may determine to avoid fractional shares, the Company hereby agrees, to issue and sell to each Underwriter Manager and each Manager agrees, severally and not jointly, to purchase from the Company, at a purchase price of $$ ______ per Share share (the "purchase price per share"), the number of Firm Shares which that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling StockholdersCompany. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon Upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein contained and subject to all the terms and conditions set forth herein, the Underwriters Selling Shareholders listed in Schedule II hereto agree to sell to the Managers, and the Managers shall have the right to purchase from the such Selling Stockholders Shareholders listed in Part B of Schedule I II hereto, 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 P.M.5:00 p.m., New York City time, on the 30th day after the date of the International Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 216,000 Additional Shares from the Selling Stockholders Shareholders listed in Part B of Schedule I II hereto (the maximum number of Additional Shares which that each of them agrees to sell upon the exercise by the Underwriters Managers of the over-allotment option is set forth opposite their respective names in Part B Schedule II). The number of Schedule I)Additional Shares that the Managers elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Shareholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares that each such Selling Shareholder has agreed to sell. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each UnderwriterManager, severally and not jointly, agrees to purchase from each Selling Stockholder Shareholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which that bears the same proportion to the number of Additional Shares to be sold by each Selling Stockholder Shareholder who has agreed to sell Additional Shares as the number of Firm Shares set forth opposite the name of such Underwriter Manager in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling StockholdersCompany. Certificates in transferable form for the Additional Shares (including any Additional Shares) which that each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇ as joint tenants (each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇▇, collectively the Selling Stockholders "Gratzons") agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company ▇▇▇▇▇▇▇ & Berlin, Chartered (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "GR Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. Graztons and ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ appointing and , as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder of the Graztons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the GR Custody Agreement are subject to the 4 interests of the UnderwritersManagers, the Company and each other Selling StockholderShareholder, (ii) the arrangements made by the Selling Stockholders Graztons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ for such custody are, except as specifically provided in the GR Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders Graztons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ hereunder and under the GR Custody Agreement shall not be terminated by any act of such Selling Stockholder Shareholder or by operation of law, whether by the death or incapacity of any Selling Stockholder of the Graztons or ▇▇▇▇▇▇▇▇ ▇▇▇▇ or the occurrence of any other event. If any Selling Stockholder of the Graztons or ▇▇▇▇▇▇▇▇ ▇▇▇▇ shall die or be incapacitated or if any other event shall occur before the delivery of the additional Shares of the Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ to be sold hereunder, certificates for the Additional Shares of such Selling Stockholder Shareholders shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the GR Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter Manager shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling StockholdersGraztons and ▇▇▇▇▇▇▇▇ ▇▇▇▇, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by such Selling Stockholderthe Graztons or ▇▇▇▇▇▇▇▇ ▇▇▇▇, to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder the Graztons and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to such Selling Stockholderthe Gratzons and ▇▇▇▇▇▇▇▇ ▇▇▇▇, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. Certificates in transferable form for the Additional Shares that each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ agrees to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "RF Custody Agreement") executed by ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ appointing [ ] and [ ] as agents and attorneys-in-fact (the "RF Attorneys-in-Fact"). Each of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that (i) the Additional Shares represented by the certificates held in custody pursuant to the RF Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, for such custody are, except as specifically provided in the RF Custody Agreement, irrevocable, and (iii) the obligations of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ hereunder and under the RF Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any of ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ or the occurrence of any other event. If any of ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall die or be incapacitated or if any other event shall occur before the delivery of the Additional Shares of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ to be sold hereunder, certificates for the Additional Shares of such Selling Shareholder shall be delivered to the Managers by the RF Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the RF Custody Agreement, respectively, as if such death or incapacity or other event had not occurred, regardless of whether or not the respective Attorneys-in-Fact or any Manager shall have received notice of such death, incapacity or other event. The RF Attorneys-in-Fact are authorized, on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ to make delivery of the certificates for such Additional Shares, to receive the proceeds of the sale of such Additional Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the sale and public offering of such Additional Shares, to distribute the balance thereof to ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each RF Attorney-in-Fact agrees to perform his duties under the RF Custody Agreement. Certificates in transferable form for the Warrants which are exercisable for the Additional Shares that the Greenwich Street Affiliates agree to sell pursuant to this Agreement have been placed in custody with the Custodian for delivery under this Agreement pursuant to a Custody Agreement (the "Greenwich Street Custody Agreement" and collectively with the GR Custody Agreement and the RF Custody Agreement, the "Custody Agreements"). The Greenwich Street Affiliates agree that (i) the Warrants and Additional Shares represented by the certificates held in custody pursuant to the Greenwich Street Custody Agreement are subject to the interests of the Managers, the Company and each other Selling Shareholder, (ii) the arrangements made by the Greenwich Street Affiliates are, except as specifically provided in the Greenwich Street Custody Agreement, irrevocable, and (iii) the obligations of the Greenwich Street Affiliates hereunder and under the Greenwich Street Custody Agreement shall not be terminated by any act of the Greenwich Street Affiliates or by operation of law, whether upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of any of the Greenwich Street Affiliates. If any event shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder or if any of the Greenwich Street Affiliates shall dissolve, wind up, distribute assets or if any other event affecting the legal existence of any of the Greenwich Street Affiliates shall occur before the delivery of the Additional Shares to be sold by the Greenwich Street Affiliates hereunder, the Warrants shall be exercised for the Additional Shares to be sold by the Greenwich Street Affiliates hereunder and certificates evidencing such Additional Shares shall be delivered to the Managers by the Custodian in accordance with the terms and conditions of this Agreement and the Greenwich Street Custody Agreement as if such dissolution, winding up or distribution of assets or other event had not occurred, regardless of whether or not any Manager shall have received notice of such dissolution, winding up or distribution of assets or other event.

Agreements to Sell and Purchase. Subject Each Seller, severally and not jointly, hereby agrees to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each Underwriter andUnderwriter, upon the basis of the representationsrepresentations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $21.01 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 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 this Agreement, and agreements subject to its terms and conditions, each Non-Management Selling Shareholder agrees to sell to the Underwriters up to such number of Additional Shares set forth opposite such Non-Management Selling Shareholder’s name in Schedule II-A hereto under the heading “Additional Shares” (each Non-Management Selling Shareholder selling such number of Additional Shares equal to the product obtained by multiplying (i) the total number of Additional Shares for which the Underwriters exercise their option pursuant to this Section 3 and (ii) a fraction, the numerator of which is the number of Additional Shares set forth opposite such Non-Management Selling Shareholder’s name in Schedule II-A hereto under the heading “Additional Shares” and the denominator of which is the total number of Additional Shares), and the Underwriters shall have the right to purchase, severally and not jointly, from the Non-Management Selling Shareholders up to an aggregate of 770,000 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 Stockholders 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 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, at a purchase price of $______ per Share (the "purchase price per share"), the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine in order to avoid fractional sharesdetermine) which that bears the same proportion to the total number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares purchased 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 II hereto (or such bears to the total number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares, the Company hereby agrees, subject to all the terms and conditions herein set forth hereinforth, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and each of the Selling Stockholders herein contained agree, severally and subject not jointly, to all the terms sell to you and conditions set forth herein, each Underwriter agreesof you agree, severally and not jointly, to purchase from the Company, and each of the Selling Stockholders, at a purchase price of $_______ per Share (the "purchase price per share")Firm Share, the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares (to be issued and sold adjusted by the Company you so as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereofto eliminate fractional shares) bears to determined by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine in order to avoid fractional shares, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder at the purchase price per share that number of Firm Shares which bears the same proportion to the number of Firm Shares as set forth opposite the name of such Selling Stockholder their respective names in Schedule I hereto as by a fraction, the number numerator of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to which is the aggregate number of Firm Shares to be sold purchased by the Company and the Selling Stockholders. The Selling Stockholders listed each of you as set forth opposite your respective names in Part B of Schedule I hereto also agree, subject and the denominator of which is the aggregate number of Firm Shares 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 be purchased from the Company and the Selling Stockholders herein contained and subject hereunder. Subject to all the terms and conditions herein set forth hereinforth, the Underwriters Company agrees to sell to you, and you shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (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)Company, up to an aggregate of 336,000 217,593 Additional Shares from the Selling Stockholders listed in Part B at a purchase price of Schedule I hereto (the maximum number of $_____ per Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I)Share. Additional Shares may be purchased only solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of If any Additional Shares which the Underwriters elect are to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment optionpurchased, each Underwriterof you, severally and not jointlyseverally, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares Company that proportion (subject to such adjustments as you may both determine in order to avoid fractional sharesAdditional Shares) which bears the same proportion to of the number of Additional Shares to be sold by each Selling Stockholder who has agreed to sell Additional Shares as purchased which the number of Firm Shares set forth opposite the your name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by purchased from the Selling Stockholders. Certificates in transferable form for the Shares (including any Additional Shares) which each of Company and the Selling Stockholders agrees hereunder. Additional Shares may be purchased at any time and from time to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the 4 interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder time on or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of thirtieth business day following the Shares hereunder, certificates for the Shares of such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions date of this Agreement and upon written notice from you to the Custody Agreement as if such death or incapacity or other event had not occurred, regardless Company specifying the number of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Additional Shares to be sold hereunder by such Selling Stockholder, to make delivery purchased. You will offer the Shares for sale at the initial public offering price set forth on the cover of the certificates for such SharesProspectus. After the initial public offering, you may from time to receive time increase or decrease the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering price, in your sole discretion, by reason of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary changes in general market conditions or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreementotherwise.

Agreements to Sell and Purchase. Subject to such adjustments as you may determine in order to avoid fractional shares(a) The Selling Stockholders hereby agree, the Company hereby agrees, subject to all the terms severally and conditions set forth hereinnot jointly, to issue and sell to each Underwriter andof the Underwriters, and each of the Underwriters agrees, severally and not jointly, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements but subject to the conditions hereinafter stated, to purchase from each of the Company and the Selling Stockholders herein contained and subject at a purchase price of $35.82 a share (the “Purchase Price”) the number of Firm Shares (to all be adjusted by you so as to eliminate fractional shares) determined by multiplying the terms and conditions aggregate number of Firm Shares to be sold by each Selling Stockholder as set forth hereinin Schedule II hereof opposite its respective name by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder. (b) In the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each Underwriter of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the CompanySelling Stockholders, at a purchase price of $______ per Share (the "purchase price per share")share set forth in clause (a) of this Section 3, that portion of the number of Firm Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which bears the same proportion such Underwriter is entitled to the aggregate number of Firm Shares to be issued and sold by the Company purchase as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto (or such and the denominator of which is the maximum number of Firm Optional Shares increased that all of the Underwriters are entitled to purchase hereunder. (c) The Selling Stockholders, as set forth in Section 12 hereof) bears and to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. Subject to such adjustments as you may determine extent indicated in order to avoid fractional sharesSchedule II hereto, each Selling Stockholder agrees, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, 3 warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriterhereby grant, severally and not jointly, agrees to the Underwriters the right to purchase from each Selling Stockholder at their election up to 0 Optional Shares, at the purchase price per share that set forth in Section 3(a) above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares which bears the same shall be made in proportion to the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholders. The Selling Stockholders listed in Part B of Schedule I hereto also agree, 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 and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Selling Stockholders listed in Part B of Schedule I hereto, 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 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 336,000 Additional Shares from the Selling Stockholders listed in Part B of Schedule I hereto (the maximum number of Additional Shares which each of them agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Part B of Schedule I). Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The number of Additional Shares which the Underwriters elect to purchase upon any exercise of the over-allotment option shall be provided by each Selling Stockholder who has agreed to sell Additional Shares in proportion to the respective maximum numbers of Additional Shares which each such Selling Stockholder has agreed to sell. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder who has agreed to sell Additional Shares the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Optional Shares to be sold by each Selling Stockholder who has agreed Stockholder. Any such election to sell Additional purchase Optional Shares as may be exercised only by written notice from you to the number Selling Stockholders, given within a period of Firm Shares set 30 calendar days after the date of this Agreement and setting forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Optional Shares to be sold purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the Selling Stockholders. Certificates First Closing Date (as defined in transferable form for the Shares (including any Additional SharesSection 5 hereof) which each of or, unless you and the Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. (d) The Company hereby agrees to sell pursuant to this Agreement have been placed in custody with First City Transfer Company (that, without the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power prior written consent of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇, ▇▇▇▇▇ ▇▇ agents and attorneys-in-fact (& Co., it will not, during the "Attorneys-in-Fact"). Each Selling Stockholder agrees that period ending 14 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; (ii) file any registration statement with the Shares represented by the certificates held in custody pursuant Commission relating to the Custody Agreement are subject 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 the 4 interests another, in whole or in part, any of the Underwriterseconomic consequences of ownership of the Common Stock, the Company and each other Selling Stockholderwhether any such transaction described in clause (i), (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable, and 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 the obligations issuance by the Company of shares of Common Stock, any option to purchase shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to directors, officers and employees of the Selling Stockholders hereunder Company and under the Custody Agreement shall not be terminated by any act of such Selling Stockholder its subsidiaries pursuant to bonus, option, incentive, employee stock purchase or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery compensatory plans of the Shares hereunder, certificates for Company existing on the Shares of such Selling Stockholder shall be delivered date hereof that are described in the Pricing Disclosure Package or filed as an exhibit to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody AgreementRegistration Statement.